10-K

	UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

FORM 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 001-36092

 Premier, Inc.

(Exact name of registrant as specified in its charter)

Delaware		35-2477140
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
13034 Ballantyne Corporate Place		28277
Charlotte,	North Carolina	(Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (704) 357-0022

	Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value		PINC	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐   No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No   ☒

The aggregate market value of the Class A common stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $2,657.9 million. For purposes of the foregoing calculation only, executive officers and directors of the registrant have been deemed to be affiliates.

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

DOCUMENTS INCORPORATED BY REFERENCE

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

PREMIER, INC.

FORM 10-K

TABLE OF CONTENTS

		Page
PART I
ITEM 1.	BUSINESS	6
ITEM 1A.	RISK FACTORS	24
ITEM 1B.	UNRESOLVED STAFF COMMENTS	49
ITEM 1C.	CYBERSECURITY	49
ITEM 2.	PROPERTIES	51
ITEM 3.	LEGAL PROCEEDINGS	51
ITEM 4.	MINE SAFETY DISCLOSURES	51
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	52
ITEM 6.	RESERVED	53
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	54
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	79
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	80
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	118
ITEM 9A.	CONTROLS AND PROCEDURES	118
ITEM 9B.	OTHER INFORMATION	118
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	119
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	120
ITEM 11.	EXECUTIVE COMPENSATION	120
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	120
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	121
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	121
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	122
ITEM 16.	FORM 10-K SUMMARY	125
	SIGNATURES	126

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements made in this Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for Premier, Inc. (this “Annual Report”) that are not statements of historical or current facts, such as those under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in conditional or future tenses or that include terms such as “believes,” “belief,” “expects,” “estimates,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to our beliefs and expectations regarding future events and trends affecting our business and are necessarily subject to risks and uncertainties, many of which are outside our control. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to:

•competition which could limit our ability to maintain or expand market share within our industry;

•our reliance on administrative fees that we receive from suppliers to our group purchasing organization (“GPO”) and ability to maintain and add new GPO members, which will depend in part on competitive pressure to increase the administrative fee share we pay to members;

•consolidation in the healthcare industry;

•potential delays in recognizing or increasing revenue if the sales cycle or implementation period takes longer than expected;

•the impact to our business if members of our GPO programs reduce activity levels or terminate or elect not to renew their contracts on substantially similar terms or at all;

•the rate at which the markets for our software as a service (“SaaS”) or licensed-based clinical analytics products and services develop and the potential for existing licensed-based customers to convert to SaaS subscriptions;

•the dependency of our members on payments from third-party payers;

•our ability to maintain third-party provider and strategic alliances or enter into new alliances;

•our ability to timely offer new and innovative products and services, including the integration of artificial intelligence and the risks associated with artificial intelligence due to the evolving nature of the technology and legal and regulatory framework;

•the portion of our revenues that we receive from our largest members and other customers;

•risks and expenses related to future acquisition opportunities and integration of previous or future acquisitions, including the potential for impairments resulting from acquisitions;

•financial and operational risks associated with non-controlling investments in other businesses or other joint ventures that we do not control, particularly early-stage companies;

•pending and potential litigation;

•our reliance on Internet infrastructure, bandwidth providers, data center providers and other third parties and our own systems for providing services to our users;

•data loss or corruption due to failures or errors in our systems and service disruptions at our data centers, or breaches or failures of our security measures;

•the financial, operational, legal and reputational consequences of cyber-attacks or other data security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us or our members or other third parties;

•our ability to use, disclose, de-identify or license data and to integrate third-party technologies;

•our use of “open source” software;

•our dependency on contract manufacturing facilities located in various parts of the world;

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

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

•the impact of continuing uncertain economic conditions to our business operations due to, but not limited to, inflation and recessionary fears;

•the financial and operational uncertainty due to global macroeconomic, geopolitical, and business conditions, trends and events and the impact of any associated supply chain challenges;

3

•the impact of global climate change or by regulatory responses to such change;

•changes and uncertainty in the political, economic or regulatory environment affecting healthcare organizations, including with respect to the status of the Patient Protection and Affordable Care Act, as amended by the Healthcare and Education Reconciliation Act of 2010;

•our compliance with complex international, federal and state laws, rules and regulations governing financial relationships among healthcare providers and the submission of false or fraudulent healthcare claims;

•interpretation and enforcement of current or future antitrust laws and regulations;

•compliance with complex federal, state and international privacy, security and breach notification laws;

•compliance with current or future laws, rules and regulations relating to information blocking provisions of the 21st Century Cures Act issued by the Office of the National Coordinator for Health Information Technology (the “ONC Rules”) that may cause our certified Health Information Technology products to be regulated by the ONC Rules;

•compliance with current or future laws, rules or regulations adopted by the Food and Drug Administration applicable to our software applications that may be considered medical devices;

•adequate protection of our intellectual property and potential claims against our use of the intellectual property of third parties;

•potential for additional indirect tax liabilities, such as gross receipts and sales and use taxes, in certain jurisdictions;

•changes in tax laws that materially impact our tax rate, income tax expense, anticipated tax benefits, deferred tax assets, cash flows and profitability and potential material tax disputes;

•the impact of payments required under notes payable to former limited partners related to the early termination of the Unit Exchange and Tax Receivable Acceleration Agreements (the “Unit Exchange Agreements”) issued in connection with our August 2020 Restructuring on our overall cash flow and our ability to fully realize the expected tax benefits to match such fixed payment obligations under those notes payable;

•provisions in our certificate of incorporation and bylaws and provisions of Delaware law and other applicable laws that discourage or prevent strategic transactions, including a takeover of us;

•our indebtedness and our ability to obtain additional financing on favorable terms, including our ability to renew or replace our existing long-term credit facility at or before maturity;

•fluctuation of our quarterly cash flows, revenues and results of operations;

•failure to maintain an effective system of internal controls over financial reporting or an inability to remediate any weaknesses identified and the related costs of remediation;

•the impact on the price of our Class A common stock (“Common Stock”) if we cease paying dividends or reduce dividend payments from current levels;

•the number of shares of Common Stock repurchased by us pursuant to any then existing Common Stock repurchase program and the timing of any such repurchases;

•the number of shares of Common Stock eligible for sale after the issuance of Common Stock in our August 2020 Restructuring and the potential impact of such sales; and

•the risk factors discussed under the heading “Risk Factors” in Item 1A herein.

More information on potential factors that could affect our financial results is included from time to time in the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or similarly captioned sections of this Annual Report and our other periodic and current filings made from time to time with the Securities and Exchange Commission (“SEC”), which are available on our website at http://investors.premierinc.com/. You should not place undue reliance on any of our forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Furthermore, we cannot guarantee future results, events, levels of activity, performance or achievements.

Market Data and Industry Forecasts and Projections

We use market data and industry forecasts and projections throughout this Annual Report and in particular, under Item 1. Business. We have obtained the market data from certain publicly available sources of information, including industry publications. We believe the data others have compiled are reliable, but we have not independently verified the accuracy of this information. While we are not aware of any misstatements regarding the industry data presented herein, forecasts and projections involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Item 1A. Risk Factors” of this Annual Report. You should not place undue reliance on any such market data or industry

4

forecasts and projections. We undertake no obligation to publicly update or revise any such market data or industry forecasts and projections, whether as a result of new information, future events or otherwise.

Trademarks, Trade Names and Service Marks

This Annual Report includes trademarks, trade names and service marks that we either own or license, such as but not limited to “100 Top Hospitals,” “Acurity,” “ASCENDrive,” “Conductiv,” “ConfigureNetTM,” “Contigo Health,” “Essensa,” “Innovatix,” “InterSectta,” “KIINDO,” “PINC AITM,” “Premier,” “PremierPro,” “ProvideGx,” “QUEST,” “Remitra,” “S2S Global,” “SURPASS” and “TheraDoc” which are protected under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks referred to in this Annual Report may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. This Annual Report also may contain trademarks, trade names and service marks of other parties, and we do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

Certain Definitions

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

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

References to the “August 2020 Restructuring” are references to our corporate restructuring on August 11, 2020 in which we (i) eliminated our dual-class ownership structure, through an exchange under which member owners, who were limited partners of Premier LP converted their Class B common units in Premier LP and corresponding Class B common shares of Premier, Inc. into our Class A common stock, on a one-for-one basis, and (ii) exercised our right to terminate the Tax Receivable Agreement (the “TRA”) by providing all former limited partners a notice of termination and the amount of the expected payment to be made to each limited partner pursuant to the early termination provisions of the TRA with a determination date of August 10, 2020. For additional information and details regarding the August 2020 Restructuring, see our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

References to the “Subsidiary Reorganization” are references to an internal legal reorganization of our corporate subsidiaries in December 2021 for the purpose of simplifying our subsidiary reporting structure. For additional information and details regarding the Subsidiary Reorganization, see our Quarterly Report on Form 10-Q for the period ended December 31, 2021.

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

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

5

PART I

Item 1. Business

The following discussion should be read in conjunction with our consolidated financial statements and accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion includes certain forward-looking statements. For a discussion of important factors which could cause actual results to differ materially from the results referred to in the historical information and the forward-looking statements presented herein, see “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” contained in this Annual Report.

Our Company

Premier, Inc. (“Premier”, the “Company”, “we”, “us” or “our”), a publicly held, for-profit corporation, incorporated in Delaware on May 14, 2013, is a leading technology-driven healthcare improvement company, uniting an alliance of United States (“U.S.”) hospitals, health systems and other providers and organizations to transform healthcare. We partner with hospitals, health systems, physicians, employers, product suppliers, service providers and other healthcare providers and organizations with the common goal of improving and innovating in the clinical, financial and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry, and we continue to expand our capabilities to more fully address and coordinate care improvement and standardization in the employer, payer and life sciences markets. With integrated data and analytics, collaboratives, supply chain services, consulting and other services, Premier enables healthcare providers to deliver better care and outcomes at a lower cost. We believe that we play a critical role in the rapidly evolving healthcare industry, collaborating with members and other customers to co-develop long-term innovative solutions that reinvent and improve the way care is delivered to patients and paid for nationwide. We deliver value through a comprehensive technology-enabled platform that offers critical supply chain services, clinical, financial, operational and value-based care software as a service (“SaaS”) as well as clinical and enterprise analytics licenses, consulting services, performance improvement collaborative programs, third-party administrator services, access to our centers of excellence program, cost containment and wrap network and digital invoicing and payables automation processes which provide financial support services to healthcare suppliers and providers. Additionally, we provide some of the various products and services noted above to non-healthcare businesses, including through our direct sourcing activities as well as continued access to our group purchasing organization (“GPO”) programs for non-healthcare members whose contracts were sold to OMNIA Partners, LLC (“OMNIA”) (refer below to Sale of Non-Healthcare GPO Member Contracts).

As a healthcare alliance, our mission, products and services, and long-term strategy have been developed in partnership with hospitals, health systems, physicians and other healthcare providers and organizations. We believe that this partnership-driven business model creates a relationship between our members and us that is characterized by aligned incentives and mutually beneficial collaboration. This relationship affords us access to critical de-identified proprietary data and encourages member participation in the development and introduction of new products and services. Our interaction with our members provides us additional insights into the latest challenges confronting the healthcare industry and innovative best practices that we can share broadly across the healthcare industry, including throughout our membership. This model has enabled us to develop size and scale, data and analytics assets, expertise and customer engagement required to accelerate innovation, provide differentiated solutions and facilitate growth.

We seek to address challenges facing healthcare providers through our comprehensive suite of solutions that we believe:

•improve the efficiency and effectiveness of the healthcare supply chain;

•deliver improvement in cost, quality and safety;

•innovate and enable success in emerging healthcare delivery and payment models to manage the health of populations;

•utilize data and analytics to drive increased connectivity as well as clinical, financial and operational improvement; and

•through employers, payers and life sciences, expand the capabilities within these markets to improve healthcare.

Our business model and solutions are designed to provide our members and other customers access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in our enterprise data warehouse, mitigate the risk of innovation and disseminate best practices to help our members and other customers succeed in their transformation to higher quality and more cost-effective healthcare.

We deliver our integrated platform of solutions that address the areas of clinical intelligence, margin improvement and value-based care through two business segments: Supply Chain Services and Performance Services. The Supply Chain Services segment includes our GPO program, supply chain co-management, purchased services and direct sourcing activities. The Performance Services segment consists of three sub-brands: PINC AITM, our technology and services platform with offerings

6

that help optimize performance in three main areas – clinical intelligence, margin improvement and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, life sciences and payer markets; Contigo Health®, our direct-to-employer business which provides third-party administrator services and management of health-benefit programs that enable payviders and employers to contract directly with healthcare providers as well as partners with healthcare providers to provide employers access to a specialized care network through Contigo Health’s centers of excellence program and cost containment and wrap network; and Remitra®, our digital invoicing and payables automation business which provides financial support services to healthcare suppliers and providers.

Fiscal Year 2024 Developments

Strategic Review

On February 5, 2024, we announced that our Board of Directors concluded its exploration of strategic alternatives which we originally reported in May 2023. As part of the strategic review process, the Board of Directors has authorized us to seek partners for some or all of our holdings in Contigo Health, LLC (“Contigo Health”), our subsidiary focused on providing comprehensive services that optimize employee health benefits, and SVS, LLC d/b/a S2S Global (“S2S Global”), our direct sourcing subsidiary.

Additionally, on February 2, 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our outstanding Class A common stock (“Common Stock”). On February 5, 2024, under the share repurchase authorization, we entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Bank of America, N.A. (“Bank of America”) to repurchase an aggregate of $400.0 million of shares of our Common Stock. Final settlement of the accelerated share repurchase transaction pursuant to the ASR Agreement was completed on July 11, 2024. Refer to “Share Repurchase Authorization” within “Contractual Obligations” section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Sale of Non-Healthcare GPO Member Contracts

On July 25, 2023, we sold substantially all of our non-healthcare GPO member contracts pursuant to an equity purchase agreement with OMNIA for a purchase price of $723.8 million. For a period of at least 10 years following the closing, the non-healthcare GPO members will continue to be able to make purchases through our group purchasing contracts. See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.

Impact of Inflation

While the U.S. inflation rate has declined from its peak in calendar year 2022, the U.S. economy is still experiencing elevated rates of inflation compared to the recent past. We believe that we have continued to limit the impact of inflation on our members and believe that we maintain significantly lower inflation impacts across our diverse product portfolio than national levels. However, in certain areas of our business, there is still some level of risk and uncertainty for our members and other customers as labor costs, raw material costs and availability, higher interest rates and inflation continue to pressure supplier pricing as well as apply significant pressure on our margin.

We continue to evaluate the contributing factors, specifically logistics, raw materials and labor, which have led to adjustments to selling prices. We have seen logistics costs normalize as well as some reductions in the costs of specific raw materials; however, the cost of labor remains high. We are continuously working to manage price increases as market conditions change. The impact of inflation on our aggregated product portfolio is partially mitigated by contract term price protection for a large portion of our portfolio. See “Risk Factors — Risks Related to Our Business Operations” in this Annual Report.

Furthermore, while the Federal Reserve may seek to reduce market interest rates, they may continue to be elevated, increasing the cost of borrowing under our Credit Facility (as defined in Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements) as well as impacting our results of operations, financial condition and cash flows.

Geopolitical Tensions

Geopolitical tensions continue to affect the global economy and financial markets, as well as exacerbate ongoing economic challenges, including issues such as rising inflation, energy costs, logistics costs, tariffs and global supply-chain disruption.

We continue to monitor the impacts of geopolitical tensions on macroeconomic conditions and prepare for any implications they may have on member demand, our suppliers’ ability to deliver products, cybersecurity risks and our liquidity and access to capital. See “Risk Factors — Risks Related to Our Business Operations” below.

7

Pandemic, Epidemics or Public Health Emergencies

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

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

Industry Overview

According to data from the Centers for Medicare & Medicaid Services (“CMS”), healthcare expenditures are a large component of the U.S. economy and are expected to grow by an average of 5.6% per year for the period 2023-2032, reaching 19.7% of gross domestic product, or GDP, by 2032. According to data from the 2022 American Hospital Association’s Annual Survey, published in the 2024 edition of the AHA Hospital Statistics™, there were more than 5,100 U.S. community hospitals with approximately 784,200 staffed beds in the United States. Of these acute care facilities, approximately 3,600 were part of either multi-hospital or diversified single hospital systems, meaning they were owned, leased, sponsored or contract managed by a central organization. Based upon 2023 reporting from the United States Department of Labor and healthcare industry sources, in addition to U.S. hospitals, there were approximately 859,000 facilities and providers across the continuum of care in the United States. These facilities include primary/ambulatory care, post-acute care and other providers.

Healthcare Supply Chain Services Industry

According to CMS data, total spending on hospital services in the United States is projected to be $1.4 trillion, or approximately 27% of total healthcare expenditures, in calendar year 2024. Expenses associated with the hospital supply chain, such as supplies as well as operational and capital expenditures, typically represent a material portion of a hospital’s budget. With continued reimbursement rate pressure across government and managed care payers, a transitioning payment model from fee-for-service to value-based payment, and national health expenditures representing a material portion of the economy, healthcare providers are examining all sources of cost savings, with supply chain spending a key area of focus. We believe opportunities to drive cost out of the healthcare supply chain include improved pricing for medical supplies, pharmaceuticals, purchased services, facilities expenditures, food service products, and information technology, as well as appropriate resource utilization, mitigating pharmaceuticals and medical device shortages and increased operational efficiency.

From origination at the supplier to final consumption by the provider or patient, healthcare products pass through an extensive supply chain incorporating manufacturers, wholesalers, distributors, GPOs, pharmacy benefit managers, and retail, long-term care and integrated pharmacies, among others. In response to the national focus on health spending and managing healthcare costs, supply chain participants are seeking more convenient and cost-efficient ways to deliver products to patients and providers. We believe that improvements to the healthcare supply chain to bring it on par with other industries that have more sophisticated supply chain management can drive out material inefficiencies and cost.

Healthcare Performance Services Industry

State and federal budget pressures stemming from increased deficit spending and employer and consumer demands for lower costs, and the need for improved quality and outcomes have generated greater focus among healthcare providers on cost management, quality and safety, and value-based care. As a result, over the past two decades, the Department of Health and Human Services (“HHS”) has pushed to move from fee-for-service to alternative payment models (“APMs”). APMs, such as capitated and bundled payment arrangements with accountable care organizations (“ACOs”) and other providers, make healthcare providers more accountable for cost and quality goals. This movement was advanced further with the bipartisan enactment of the Medicare Access and CHIP Reauthorization Act, which created incentives for physicians to move to APMs and was recently extended by Congress in December 2022. This movement will continue given the strong bipartisan support for these models. Over the long-term, health systems will need to continually monitor performance and manage costs, while demonstrating high levels of quality and implementing new care delivery models.

We expect information technology to continue to play a key enabling role in workflow efficiency and cost reduction, performance improvement and care delivery transformation across the healthcare industry in both acute and continuum of care settings. In particular, the trends toward value-based payment models and healthcare require more sophisticated business intelligence, expanded data sets and technology solutions. To achieve higher-quality outcomes and control total cost of care, providers exhibit a strong and continuing need for more comprehensive data and analytic capabilities to help them understand

8

their current and future performance, identify opportunities for improvement and manage value-based care risk. Similarly, our consulting services business is growing in the areas of business model strategy and redesign, process and margin improvement, labor productivity, non-labor cost management, clinical integration and change management.

Our Membership

Our current membership base includes many of the country’s most progressive and forward-thinking healthcare organizations. The participation of these organizations in our membership provides us additional insights into the latest challenges confronting the industry we serve and innovative best practices that we can share broadly throughout our membership. We continually seek to add new members that are at the forefront of innovation in the healthcare industry. At June 30, 2024, our members included more than 4,350 U.S. hospitals and health systems and approximately 325,000 other providers and organizations. Over 520 individuals, representing approximately 180 of our U.S. hospital members, sit on 28 of our strategic and sourcing committees, and as part of these committees, use their industry expertise to advise on ways to improve the development, quality and value of our products and services. In addition, four senior executives from our U.S. hospital member systems served on our Board of Directors for all or part of fiscal year 2024, providing valuable and unique insights into the challenges faced by hospitals and hospital systems and the innovations necessary to address these challenges. No individual member or member systems contributed to more than 10% of our net revenue for the fiscal years ended June 30, 2024 and 2023. Total GPO purchasing volume by all members participating in our GPO was more than $84 billion and $83 billion for the calendar years 2023 and 2022, respectively.

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

	Year Ended June 30,
	2024	2023	2022	3 Year Average
GPO retention rate (a)	97%	98%	97%	97%
SaaS institutional renewal rate (b)	95%	94%	96%	95%

_________________________________

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

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

Our Business Segments

We deliver our integrated platform of solutions that address the areas of clinical intelligence, margin improvement and value-based care and manage our business through two business segments: Supply Chain Services and Performance Services. Refer to Note 18 - Segments to the accompanying consolidated financial statements for further information. We have no significant foreign operations or revenues.

Supply Chain Services

Our Supply Chain Services segment assists our members and other customers in managing their non-labor expense and capital spend through a combination of products, services and technologies, including one of the largest national healthcare GPO programs in the United States serving acute and continuum of care sites, and providing supply chain co-management, purchased services, direct sourcing and supply chain resiliency activities. Membership in our GPO also provides access to certain supply chain-related SaaS informatics products and the opportunity to participate in our ASCENDriveTM and SURPASS® performance groups. Our Supply Chain Services segment consists of the following products and solutions:

Group Purchasing.    Our portfolio of over 3,400 contracts with over 1,400 suppliers provides our members with access to a wide range of products and services, including medical and surgical products, pharmaceuticals, laboratory supplies, capital equipment, information technology, facilities and construction, food and nutritional products and purchased services (such as clinical engineering and workforce solutions). We use our members’ aggregate purchasing power to negotiate pricing discounts, improved quality and resiliency of products and improved contract terms with suppliers. Contracted suppliers pay us administrative fees based on the net negotiated price and purchase volume of goods and services sold to our members under the contracts we have negotiated. We also partner with other organizations, including regional GPOs, to extend our network base to their members.

9

Our contract portfolio is designed to offer our members a flexible solution comprised of multi-sourced supplier contracts, as well as pre-commitment and/or single-sourced contracts that offer higher discounts. Our multi-sourced contracts offer pricing tiers based on purchasing volume and/or commitment and multiple suppliers for many products and services. Our pre-commitment contracts require that a certain amount of our members commit in advance to a specified amount or percentage of purchasing volume before we enter into a contract with a particular supplier. Our single-source contracts are entered into with a specified supplier, and through this exclusive relationship, allow us to contract for products that meet our members’ specifications. In the case of pre-commitment contracts, we provide the particular supplier with a list of members that have pre-committed to a specified amount or percentage of purchasing volume and the supplier directly handles the tracking and monitoring of fulfillment of such purchasing volume. In the case of single and multi-sourced contracts, we negotiate and execute the contracts with suppliers on behalf of our members and make such contracts available to our members to access. The utilization of such single and multi-sourced contracts is determined by each particular member with assistance from our field force. Since there are no specific fulfillment requirements needed in our single and multi-source contracts in order to obtain certain pricing levels, each particular member and supplier agree on the appropriate pricing tier based on expected purchasing volume with tracking and ongoing validation of such purchasing volume provided by the supplier. The flexibility provided by our expansive contract portfolio allows us to effectively address the varying needs of our members and the significant number of factors that influence and dictate these needs, including overall size, service mix, and the degree of integration between hospitals in a healthcare system.

We continually innovate our GPO programs and supply chain platforms while targeting multiple markets, including acute, continuum of care and non-healthcare site settings. In addition to our core base of more than 4,350 acute care healthcare providers, Premier’s continuum of care program, including non-healthcare, one of the largest in the United States, which covers over 70 classes of trade, had approximately 325,000 active members as of June 30, 2024, which represents an increase of approximately 25,000 members, or 8%, over fiscal year 2023. A number of these members in Premier’s continuum of care program are affiliated, owned, leased or managed by our members.

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

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

Supply Chain Resiliency Program. In partnership with our members, we have created a program designed to promote domestic and geographically diverse manufacturing and ensure a robust and resilient supply chain for essential medical products. The program is intended to provide a means to invest in or partner with businesses that can supply shortage products, co-fund the development of affordable products that address specific market needs and create strategic sourcing contracts to ensure continuous supply for our members and customers. We believe this program is most successful when we are able to partner with our members through investments or long-term purchasing commitments on these initiatives.

Our Supply Chain Resiliency Program includes, but is not limited to, the following:

PRAM Holdings, LLC. We formed PRAM Holdings, LLC (“PRAM”) in 2020 in partnership with member health systems to invest in Prestige Ameritech Ltd. (“Prestige”), a domestic manufacturer of masks, sterile intravenous solutions and other personal protective equipment (“PPE”), whereby our members obtain a direct domestic source to critical PPE.

ExPre Holdings, LLC. We formed ExPre Holdings, LLC (“ExPre”) in 2022 in partnership with member health systems to invest in Exela Holdings, Inc. (“Exela”), a domestic manufacturer of proprietary and generic sterile injectable products, whereby our members obtain a direct source to certain critical pharmaceutical products.

10

SaaS Informatics Products.   Members of our GPO have access to certain SaaS informatics products related to the supply chain and have the ability to purchase additional elements that are discussed in more detail below under “Our Business Segments - Performance Services”.

Performance Groups. Our Performance Groups are highly committed purchasing programs, which enable members to benefit from coordinated purchasing decisions and maintain standardization across their facilities. Our Performance Groups include the ASCENDrive and the SURPASS Performance Groups.

ASCENDrive Performance Group. Our ASCENDrive Performance Group (“ASCENDrive”) has developed a process to aggregate purchasing data for our members, enabling such members to benefit from committed group purchases within the Performance Group. Through ASCENDrive, members receive group purchasing programs, tiers and prices specifically negotiated for them and knowledge sharing with other member participants. As of June 30, 2024, approximately 900 U.S. acute care sites and 6,800 continuum of care sites participated in ASCENDrive. These hospital member participants have identified over $1.1 billion in additional savings as compared to their U.S. hospital peers not participating in ASCENDrive since its inception in 2009. For calendar year 2023, these member participants had approximately $16.9 billion in annual supply chain purchasing spend.

SURPASS Performance Group. Our SURPASS Performance Group (“SURPASS”) builds upon and complements ASCENDrive and drives even greater savings for members at a correspondingly higher level of commitment. SURPASS brings together our most committed members that are able to coordinate purchasing decisions, review utilization and achieve and maintain standardization across their facilities. SURPASS utilizes our PACER (Partnership for the Advancement of Comparative Effectiveness Review) methodology, which brings together clinically led cohorts to make evidence-based decisions about physician and clinician preference items with the goal of materially reducing the total cost of care. As of June 30, 2024, a group of 40 members representing approximately 560 acute care sites and 10,250 continuum of care sites participate in SURPASS. These hospital member participants have identified over $332.2 million in additional savings via their efforts in more than 130 categories since its inception in 2018. For calendar year 2023, these member participants had approximately $14.8 billion in annual supply chain purchasing spend.

Performance Services

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

PINC AI:

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

PINC AI helps optimize performance in three main areas – clinical intelligence, margin improvement and value-based care – using advanced analytics to identify improvement opportunities, consulting services for clinical and operational design and workflow solutions to hardwire sustainable change.

Clinical intelligence solutions help drive greater clinical effectiveness and efficiency across the care continuum by:

•Surfacing analytics and peer benchmarking on hard-to-find, high-value quality improvement areas, helping providers improve care delivery;

•Delivering real-time clinical surveillance to help providers drive faster, more informed decisions regarding patient safety, including ongoing infection prevention (like COVID-19), antimicrobial stewardship, and reduction of hospital acquired conditions;

11

•Using AI-enabled clinical decision support integrated into the provider workflow to support evidence-based decisions by providers at the point of care, and improve prior authorization automation;

•Operating the 100 Top Hospitals® program. A program that creates a national benchmark to provide hospitals and health systems accurate context through which to view their performance. This program includes the 100 Top Collaborative, previously known as the QUEST Collaborative, which works to develop quality, safety and cost metrics with consistency and standardization. We believe participation in the 100 Top Collaborative better prepares providers to deal with evolving and uncertain healthcare reform requirements and differentiate on care delivery in their markets; and

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

Margin improvement solutions help lower total costs and improve provider operating margins by:

•Surfacing analytics and peer benchmarking on hard-to-find, supply savings and workforce management opportunities that lower costs without impacting quality;

•Optimizing workforce management with integrated financial reporting and budgeting across the continuum of care;

•Providing savings through an enterprise resource planning solution built specifically for healthcare;

•Deploying consulting services to deliver clinically integrated, margin improvement transformation throughout a health system; and

•Providing management services to insurance programs to assist U.S. hospital and healthcare system members with liability and benefits insurance services, along with risk management services to improve their quality, patient safety and financial performance while lowering costs.

Value-based care solutions help health systems implement effective models of care to succeed in new, value-based payment arrangements by:

•Surfacing analytics and peer benchmarking to help identify hard-to-find, population-based improvement opportunities necessary to take financial risk and succeed in value-based care;

•Optimizing and managing the physician enterprise to rationalize medical group investment via revenue enhancement, cost reduction strategies and implementation of sustainable evidence-based practices; and

•Participating in the Population Health Management, Bundled Payment and Physician Enterprise Collaboratives, for the opportunity to share value-based care and payment developmental strategies, programs and best practices.

The data yielded through PINC AI is de-identified and aggregated in what we believe to be the nation’s leading comprehensive database, representing over 20 years of data from more than 1,000 hospitals spanning multiple therapeutic areas. A research team including clinicians, epidemiologists, health economists, health services researchers, statisticians and other subject matter experts leverage the dataset to deliver real world evidence, in partnership with Life Science innovators. Studies, test methods, strategies and tools created can promote the adoption and integration of evidence-based practices to help improve outcomes and the quality and effectiveness of care.

Contigo Health:

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

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

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

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

12

Remitra:

Remitra provides health systems and suppliers cost management solutions with our procure-to-pay technology designed to support greater efficiencies in the procurement process through automated purchasing and payment solutions.

•Remitra’s Procure-to-Pay platform powers supplier and provider networks and uses optical character recognition to automate invoicing and payables. Remitra seeks to streamline financial processes, reduce errors and fraud, unlock cost and labor efficiencies and become a leading digital invoicing and payables platform for all of healthcare, agnostic of ERP, GPO or treasury partner.

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

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

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

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

Segment Realignment for Fiscal Year 2025

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

Pricing and Contracts

Supply Chain Services

GPO Programs:

Our GPO primarily generates revenue through administrative fees received from contracted suppliers for a percentage of the net negotiated purchase price of goods and services, including purchased services activities, sold to members under negotiated supplier contracts. Pursuant to the terms of GPO participation agreements entered into by the members, our members currently receive revenue share based upon purchasing by such member’s owned, leased, managed and affiliated facilities through our GPO supplier contracts.

Generally, our GPO participation agreements may not be terminated without penalty except for cause or in the event of a change of control of the GPO member. The GPO member can terminate the GPO participation agreement at the end of the then-current term by notifying Premier of the member’s decision not to renew. Our GPO participation agreements generally provide for liquidated damages in the event of a termination not otherwise permitted under the agreement.

The majority of our current GPO participation agreements with our members have terms that commenced in 2020. We have begun renewing these agreements over the past year and as of June 30, 2024, we have renewed and extended members that represent approximately 50% of the gross administrative fees associated with the member agreements that were extended in 2020. In fiscal year 2025, we are targeting additional member agreements for renewal that would address a cumulative total of approximately 75% of the gross administrative fees associated with the member agreements extended in 2020. We expect to target the remaining associated member agreements for renewal in fiscal years 2026 and 2027. Due to competitive market conditions, we have experienced, and expect to continue to experience requests to provide existing and prospective members increases in revenue share on incremental and/or overall purchasing volume.

Our GPO also generates revenue from suppliers associated with our performance groups.

13

Supply Chain Co-Management:

In our supply chain co-management activities, we earn revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed. Additionally, we have a select number of agreements with incentive fees, which are based generally on savings achievement and operational performance metrics.

Direct Sourcing:

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

Performance Services

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

PINC AI:

SaaS-based clinical analytics products subscriptions include the right to access our proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, margin improvement, quality and safety, value-based care and provider analytics. Pricing varies by application and size of the healthcare system. Clinical analytics products subscriptions are generally three- to five-year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member's data set in order to access and transfer member data into our hosted SaaS-based clinical analytics products. Implementation is generally 60 to 240 days following contract execution before the SaaS-based clinical analytics products can be fully utilized by the member.

Enterprise analytics licenses include term licenses that range from three to ten years and offer clinical analytics products, improvements in cost management, quality and safety, value-based care and provider analytics. Pricing varies by application and size of healthcare system. Revenue on licensing is recognized upon delivery of the software code and revenue from hosting and maintenance is recognized ratably over the life of the contract.

Professional fees for consulting services are sold under contracts, the terms of which vary based on the nature of the engagement. These services typically include general consulting, report-based consulting, managed services and cost savings initiatives. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed or when deliverables are provided. In situations where the contracts have significant contract performance guarantees or member acceptance provisions, the transaction price is considered variable and is estimated and constrained. Fees are based either on the savings that are delivered or a fixed fee.

Other miscellaneous revenue generated through PINC AI includes:

•Revenue from PINC AI data licenses which provide customers data from the PINC AI healthcare database. The revenue from the data deliverables is recognized upon delivery of the data;

•Revenue from performance improvement collaboratives that support our offerings in cost management, quality and safety and value-based care and is recognized over the service period as the services are provided, which is generally one to three years; and

•Revenue through insurance services management fees are recognized in the period in which such services are provided. Commissions from endorsed commercial insurance programs are earned by acting as an intermediary in the placement of effective insurance policies. Under this arrangement, revenue is recognized at a point in time on

14

the effective date of the associated policies when control of the policy transfers to the customer and is constrained for estimated early terminations.

Contigo Health:

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

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

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

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

Remitra:

The main source of revenue for Remitra consists of fees from healthcare suppliers and providers. For fixed fee contracts, revenue is recognized in the period in which the services have been provided. For variable rate contracts, revenue is recognized as customers are invoiced. Additional revenue consists of fees from check replacement services which consist of monthly rebates from bank partners.

Revenue Concentration

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

Intellectual Property

We offer our members a range of products to which we have appropriate intellectual property rights, including online services, best practices content, databases, electronic tools, web-based applications, performance metrics, business methodologies, proprietary algorithms, software products and consulting services deliverables. We own and control a variety of trade secrets, confidential information, trademarks, trade names, copyrights, domain names and other intellectual property rights that, in the aggregate, are of material importance to our business.

We protect our intellectual property by relying on federal, state and common law rights, as well as contractual arrangements. We are licensed to use certain technology and other intellectual property rights owned and controlled by others, and, similarly, other companies are licensed to use certain technology and other intellectual property rights owned and controlled by us.

Research and Development

Our research and development (“R&D”) expenditures primarily consist of our strategic investment in internally-developed software to develop new and enhance existing SaaS- and license-based products offerings and new product development in the areas of cost management, quality and safety and value-based care. From time to time, we may experience fluctuations in our research and development expenditures across reportable periods due to the timing of our software development life cycles, with new product features and functionality, new technologies and upgrades to our service offerings.

Information Technology and Cybersecurity Risk Management

We rely on digital technology to conduct our business operations and engage with our members and business partners. The technology we, our members, and business partners use grows more complex over time as do threats to our business operations from cyber intrusions, denial of service attacks, manipulation and other cyber misconduct. Through a risk management approach that continually assesses and improves our Information Technology (IT) and cybersecurity threat deterrence capabilities, our Information Security and Risk Management groups have formed a functional collaboration to provide leadership and oversight when managing IT and cybersecurity risks.

Through a combination of Security, Governance, Risk and Compliance (GRC) resources, we (i) proactively monitor IT controls to better ensure compliance with legal and regulatory requirements, (ii) assess adherence by third parties we partner with to ensure that the appropriate risk management standards are met, (iii) ensure essential business functions remain available during a business disruption, and (iv) continually develop and update response plans to address potential IT or cyber incidents should

15

they occur. Our GRC resources are designed to prioritize IT and cybersecurity risks areas, identify solutions that minimize such risks, pursue optimal outcomes and maintain compliance with contractual obligations. We also maintain an operational security function that has a real time 24x7x365 response capability that triages potential incidents and triggers impact mitigation protocols. These capabilities allow us to apply best practices and reduce exposure in the case of a security incident. For more information regarding the risks associated with these matters, see “Item 1A. Risk Factors-We could suffer a loss of revenue and increased costs, exposure to material legal liability, reputational harm, and other serious negative consequences if we sustain cyber-attacks or other data security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us or our members or other third parties.”

Competition

The markets for our products and services in both our Supply Chain Services segment and Performance Services segment are fragmented, highly competitive and characterized by rapidly evolving technology and product standards, user needs and the frequent introduction of new products and services. We have experienced and expect to continue to experience intense competition from a number of companies.

Our Supply Chain Services segment’s competitors primarily compete with our group purchasing, direct sourcing and supply chain co-management activities.

•Our group purchasing business competes with other large GPOs such as HealthTrust Purchasing Group (a subsidiary of HCA Holdings, Inc.), Managed Health Care Associates, Inc. and Vizient, Inc. In addition, we compete against certain healthcare provider-owned GPOs and online retailers in this segment.

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

•Our supply chain co-management business competes with organizations that provide supply chain outsourcing or embedded resources and supply chain transformation services, such as The Resource Group and CPS Solutions, LLC.

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

•The primary competitors of PINC AI range from smaller niche companies to large, well-financed and technologically sophisticated entities. Our primary competitors for PINC AI include (i) information technology providers such as Veradigm, Inc. (f/k/a Allscripts Healthcare Solutions, Inc.), Epic Systems Corporation, Health Catalyst, Inc., IBM Corporation, Infor, Inc., Oracle Corporation, Arcadia Solutions, LLC and Innovaccer, Inc., and (ii) consulting and outsourcing firms such as Deloitte & Touche LLP, Evolent Health, Inc., Healthagen, LLC (a subsidiary of Aetna, Inc.), Huron Consulting, Inc., Guidehouse Consulting, Inc., Optum, Inc. (a subsidiary of UnitedHealth Group, Inc.) and Kaufman, Hall and Associates, LLC (a subsidiary of Vizient, Inc.).

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

•The primary competitors for Remitra include Global Healthcare Exchange, LLC (GHX) for our digital invoicing product, Coupa Software Inc. and Taulia for our digital payables product, and tier one treasury banks (e.g., JPMorgan Chase and Co., Wells Fargo, Bank of America, etc.) as well as niche factoring companies for our financing solutions product.

With respect to our products and services across both segments, we compete on the basis of several factors, including price, breadth, depth and quality of product and service offerings, ability to deliver clinical, financial and operational performance improvements through the use of products and services, quality and reliability of services, ease of use and convenience, brand recognition and the ability to integrate services with existing technology.

Government Regulation

General

The healthcare industry is highly regulated by federal and state authorities and is subject to changing legal, political, economic and regulatory influences. Factors such as changes in reimbursement policies for healthcare expenses, consolidation in the healthcare industry and general economic conditions affect the purchasing practices, operations and the financial health of healthcare organizations. In particular, changes in laws and regulations affecting the healthcare industry, such as increased regulation of the purchase and sale of medical products, or restrictions on permissible discounts and other financial

16

arrangements, could require us to make unplanned and costly modifications to our products and services, and may result in delays or cancellations of orders or a reduction of funds and demand for our products and services.

We are subject to numerous risks arising from governmental oversight and regulation. You should carefully review the following discussion and the risks discussed under “Item 1A. Risk Factors” for a more detailed discussion.

Affordable Care Act

The passage of the Patient Protection and Affordable Care Act (“ACA”) in 2010 aimed to expand access to affordable health insurance, control healthcare spending and improve healthcare quality. The law included provisions to tie Medicare provider reimbursement to healthcare quality and incentives, mandatory compliance programs, enhanced transparency disclosure requirements, increased funding and initiatives to address fraud and abuse and incentives to state Medicaid programs to promote community-based care as an alternative to institutional long-term care services. In addition, the law created an innovation center to test and scale new APMs and ACOs. These programs are creating fundamental changes in the delivery of healthcare.

Since its passage, the ACA has been subject to continued scrutiny and threats to repeal it in parts or in whole. The current Biden administration is supportive of the ACA. However, any future changes may ultimately impact the provisions of the ACA or other laws or regulations that either currently affect, or may in the future affect, our business. We believe it is important to note that most of the controversy related to the ACA relates to coverage expansion and not the issues related to quality improvement and cost reduction which are core to our business.

U.S. Food and Drug Administration Regulation

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

In addition, the FDA has the authority to regulate products that meet the definition of a medical device under the Federal Food, Drug, and Cosmetic Act. To the extent that functionality or intended use in one or more of our current or future software products causes it to be regulated as a medical device under existing or future FDA laws or regulations, including the 21st Century Cures Act, which addresses, among other issues, the patient safety concerns generated by cybersecurity risks to medical devices and the interoperability between medical devices, we could be required to register these software product(s) with the FDA and undergo the applicable regulatory clearance or approval process, which may require us to conduct clinical trials. There is risk that the software product may not be authorized by the FDA or that we may not be able to market the software product during the FDA review process. In addition, registering a software product with the FDA can be a costly and timely endeavor creating additional regulatory scrutiny for the Company, as well as additional compliance requirements with FDA laws, regulations and guidance. Even after regulatory authorization, additional regulatory review may be required if a material change is made to a device.

Civil and Criminal Fraud, Waste and Abuse Laws

We are subject to federal and state laws and regulations designed to protect patients, governmental healthcare programs and private health plans from fraudulent and abusive activities. These laws include anti-kickback restrictions and laws prohibiting the submission of false or fraudulent claims. These laws are complex and broadly worded, and their application to our specific products, services and relationships may not be clear and may be applied to our business in ways that we do not anticipate. Federal and state regulatory and law enforcement authorities have over time increased enforcement activities with respect to Medicare and Medicaid fraud, waste and abuse regulations and other reimbursement laws and rules. These laws and regulations include:

Anti-Kickback Laws. The federal Anti-Kickback Statute prohibits the knowing and willful offer, payment, solicitation or receipt of remuneration, directly or indirectly, in return for the referral of patients or arranging for the referral of patients, or in return for the recommendation, arrangement, purchase, lease or order of items or services that are covered, in whole or in part, by a federal healthcare program such as Medicare or Medicaid. The definition of "remuneration" has been broadly interpreted to include anything of value such as gifts, discounts, rebates, waiver of payments or providing anything at less than its fair market value. Many states have adopted similar prohibitions against kickbacks and other practices that are intended to influence the

17

purchase, lease or ordering of healthcare items and services regardless of whether the item or service is covered under a governmental health program or private health plan. Certain statutory and regulatory safe harbors exist that protect specified business arrangements from prosecution under the Anti-Kickback Statute if all elements of an applicable safe harbor are met, however these safe harbors are narrow and often difficult to comply with. Congress has appropriated an increasing amount of funds in recent years to support enforcement activities aimed at reducing healthcare fraud and abuse.

The U.S. Department of Health and Human Services, or HHS, created certain safe harbor regulations which, if fully complied with, assure parties to a particular arrangement covered by a safe harbor that they will not be prosecuted under the Anti-Kickback Statute with respect to such arrangement. We operate our group purchasing services, pricing discount arrangements with suppliers, and revenue share arrangements with applicable members in reliance on the safe harbor for GPOs set forth at 42 C.F.R. § 1001.952(j) and the discount safe harbor set forth at 42 C.F.R. § 1001.952(h). Although full compliance with the provisions of a safe harbor ensures against prosecution under the Anti-Kickback Statute, failure of a transaction or arrangement to fit within a safe harbor does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the Anti-Kickback Statute will be pursued. From time to time, HHS, through its Office of Inspector General, makes formal and informal inquiries, conducts investigations and audits the business practices of GPOs, including our GPO, the result of which could be new rules, regulations or in some cases, a formal enforcement action.

To help ensure regulatory compliance with HHS rules and regulations, our members that report their costs to Medicare are required under the terms of the Premier Group Purchasing Policy to appropriately reflect all elements of value received in connection with our initial public offering (“IPO”), including under the various agreements entered into in connection therewith, on their cost reports. We are required to furnish applicable reports to such members setting forth the amount of such value, to assist their compliance with such cost reporting requirements. There can be no assurance that the HHS Office of Inspector General or the U.S. Department of Justice, or DOJ, will concur that these actions satisfy their applicable rules and regulations.

False Claims Act. Our business is also subject to numerous federal and state laws that forbid the submission or “causing the submission” of false or fraudulent information or the failure to disclose information in connection with the submission and payment of claims for reimbursement to Medicare, Medicaid or other governmental healthcare programs or private health plans. In particular, the False Claims Act, or FCA, prohibits a person from knowingly presenting or causing to be presented a false or fraudulent claim for payment or approval by an officer, employee or agent of the United States. In addition, the FCA prohibits a person from knowingly making, using, or causing to be made or used a false record or statement material to such a claim. Violations of the FCA may result in treble damages, material monetary penalties, and other collateral consequences including, potentially, exclusion from participation in federally funded healthcare programs. A claim that includes items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA.

Privacy and Security Laws. The Health Insurance Portability and Accountability Act of 1996, or HIPAA, contains substantial restrictions and requirements with respect to the use and disclosure of certain individually identifiable health information, referred to as “protected health information.” The HIPAA Privacy Rule prohibits a covered entity or a business associate (essentially, a third party engaged to assist a covered entity with enumerated operational and/or compliance functions) from using or disclosing protected health information unless the use or disclosure is validly authorized by the individual or is specifically required or permitted under the HIPAA Privacy Rule and only if certain complex requirements are met. In addition to following these complex requirements, covered entities and business associates must also meet additional compliance obligations set forth in the HIPAA Privacy Rule. The HIPAA Security Rule establishes administrative, organizational, physical and technical safeguards to protect the confidentiality, integrity and availability of electronic protected health information maintained or transmitted by covered entities and business associates. The HIPAA Security Rule requirements are intended to mandate that covered entities and business associates regularly re-assess the adequacy of their safeguards in light of changing and evolving security risks. Finally, the HIPAA Breach Notification Rule requires that covered entities and business associates, under certain circumstances, notify patients/beneficiaries, media outlets and HHS when there has been an improper use or disclosure of protected health information.

Our self-funded health benefit plan for our employees and our healthcare provider members (provided that these members engage in HIPAA-defined standard electronic transactions with health plans, which will be all or the vast majority) are directly regulated by HIPAA as “covered entities.” Additionally, because most of our U.S. hospital members disclose protected health information to us so that we may use that information to provide certain data analytics, benchmarking, consulting or other operational and compliance services to these members, we are a “business associate” of those members. In these cases, in order to provide members with services that involve the use or disclosure of protected health information, HIPAA requires us to enter

18

into “business associate agreements” with our covered entity members. Such agreements must, among other things, provide adequate written assurances:

(i)as to how we will use and disclose the protected health information within certain allowable parameters established by HIPAA,

(ii)that we will implement reasonable and appropriate administrative, organizational, physical and technical safeguards to protect such information from impermissible use or disclosure,

(iii)that we will enter into similar agreements with our subcontractors that have access to the information,

(iv)that we will report breaches of unsecured protected health information, security incidents and other inappropriate uses or disclosures of the information, and

(v)that we will assist the covered entity with certain of its duties under HIPAA.

With the enactment of the Health Information Technology for Economic and Clinical Health, or HITECH Act, the privacy and security requirements of HIPAA were modified and expanded. The HITECH Act applies certain of the HIPAA privacy and security requirements directly to business associates of covered entities. Prior to this change, business associates had contractual obligations to covered entities but were not subject to direct enforcement by the federal government. In 2013, HHS released final rules implementing the HITECH Act changes to HIPAA. These amendments expanded the protection of protected health information by, among other things, imposing additional requirements on business associates, further restricting the disclosure of protected health information in certain cases where the covered entity or business associate is remunerated in return for making the transaction, and modifying the HIPAA Breach Notification Rule, which has been in effect since September 2009, to create a rebuttable presumption that an improper use or disclosure of protected health information under certain circumstances requires notice to affected patients/beneficiaries, media outlets and HHS.

Transaction Requirements. HIPAA also mandates format, data content and provider identifier standards that must be used in certain electronic transactions, such as claims, payment advice and eligibility inquiries. Although our systems are fully capable of transmitting transactions that comply with these requirements, some payers and healthcare clearinghouses with which we conduct business may interpret HIPAA transaction requirements differently than we do or may require us to use legacy formats or include legacy identifiers as they make the transition to full compliance. In cases where payers or healthcare clearinghouses require conformity with their interpretations or require us to accommodate legacy transactions or identifiers as a condition of successful transactions, we attempt to comply with their requirements, but may be subject to enforcement actions as a result. In 2009, CMS published a final rule adopting updated standard code sets for diagnoses and procedures known as ICD-10 code sets and changing the formats to be used for electronic transactions subject to the ICD-10 code sets, known as Version 5010. All healthcare providers are required to comply with Version 5010 and use the ICD-10 code sets.

Other Federal and State Laws. In addition to our obligations under HIPAA there are other federal laws that impose specific privacy and security obligations, above and beyond HIPAA, for certain types of health information and impose additional sanctions and penalties. These federal laws are not preempted by HIPAA. Most states have enacted patient and/or beneficiary confidentiality laws that protect against the disclosure of confidential medical information, and many states have adopted or are considering adopting further legislation in this area, including privacy safeguards, security standards, data security breach notification requirements, and special rules for so-called “sensitive” health information, such as mental health, genetic testing results, or Human Immunodeficiency Virus, or HIV, status. These state laws, if more stringent than HIPAA requirements, are not preempted by the federal requirements, and we are required to comply with them as well. Moreover, various states have passed consumer privacy laws, while other states have considered similar bills. While most of the data we access or use is governed by HIPAA and exempt from such state consumer privacy laws, various areas of the Company’s business and operations (such as marketing and human resources) may access or use data that may fall under one or more of the state consumer privacy laws.

We are unable to predict what changes to HIPAA or other federal or state laws or regulations might be made in the future or how those changes could affect our business or the associated costs of compliance.

Antitrust Laws

The Sherman Antitrust Act, Clayton Act, Robinson-Patman Act and related federal and state antitrust laws are complex laws that prohibit contracts in restraint of trade or other activities that are designed to or that have the effect of reducing competition in the market. The federal antitrust laws promote fair competition in business and are intended to create a level playing field so that both small and large companies are able to compete in the market. In their 1996 Statements of Antitrust Enforcement Policy in Health Care, or the Healthcare Statements, the DOJ and the U.S. Federal Trade Commission (“FTC”), set forth guidelines specifically designed to help GPOs gauge whether a particular purchasing arrangement may raise antitrust concerns and established an antitrust safety zone for joint purchasing arrangements among healthcare providers.

19

Earlier in 2023, the DOJ and FTC withdrew the Healthcare Statements, stating that they were outdated and overly permissive and indicating that the agencies would provide future guidance through case-by-case enforcement. In the absence of current guidance, we have continued to attempt to structure our contracts and pricing arrangements in accordance with the Healthcare Statements and believe that our GPO supplier contracts and pricing discount arrangements should not be found to violate the antitrust laws. We cannot give any assurances that enforcement authorities will agree with this assessment. In addition, private parties also may bring suit for alleged violations under the U.S. antitrust laws. From time to time, the group purchasing industry comes under review by Congress and other governmental bodies with respect to antitrust laws, the scope of which includes, among other things, the relationships between GPOs and their members, distributors, manufacturers and other suppliers, as well as the services performed and payments received in connection with GPO programs. Most recently, on February 14, 2024, the FTC and the U.S. Department of Health and Human Services issued a joint Request for Information (“RFI”) for submission of comments regarding the impact of GPOs and wholesale drug distributors on access to generic pharmaceuticals. The comment period for the RFI expired on May 30, 2024.

Congress, the DOJ, the FTC, the U.S. Senate or another state or federal entity could at any time open a new investigation of the group purchasing industry, or develop new rules, regulations or laws governing the industry, that could adversely impact our ability to negotiate pricing arrangements with suppliers, increase reporting and documentation requirements, or otherwise require us to modify our arrangements in a manner that adversely impacts our business. We may also face private or government lawsuits alleging violations arising from the concerns articulated by these governmental factors or alleging violations based solely on concerns of individual private parties.

Health IT Certification Program

In 2009, Congress included in the American Recovery and Reinvestment Act a program to incentivize the adoption of health information technology by hospitals and ambulatory providers who participate in the Medicare and Medicaid programs. Congress further modified the incentive program for ambulatory providers under the Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”). Any developer of health information technology seeking to offer a product to assist hospitals or ambulatory healthcare providers to meet the requirements of these programs must obtain certification under the applicable certification criteria established by the Office of the National Coordinator for Health Information Technology (“ONC”). There are two types of certifications for health information developers seeking to participate in the certification program: 1) certification to all the certification criteria required to meet the definition of a “2015 Edition Base EHR”; or 2) certification as a Health IT Module, meeting specific certification criteria. Meeting the certification criteria as a “2015 Edition Base EHR” allows a developer of health information technology to offer a product that has all the capabilities needed for a hospital or an ambulatory provider to meet the requirements of the health IT incentive programs. A Health IT Module provides a specific set of capabilities. Hospitals or ambulatory providers seeking to avoid potential payment reductions must either implement a 2015 Base EHR using a single product, or multiple Health IT Modules that together have all of the capabilities of a 2015 Base EHR.

We currently have two products that are certified as Health IT Modules. To retain our certification, we must: 1) meet applicable conditions of certification and maintenance of certification requirements established by ONC; 2) pass testing conducted by an ONC-Authorized Testing Laboratory pursuant to test procedures developed by ONC; and 3) obtain certification from an ONC-Authorized Certification Body. ONC’s conditions of certification and maintenance of certification requirements include communication restrictions that largely prevent us from limiting our customer's ability to communicate about the usability, interoperability, security or user experiences relating to our Health IT Modules. These regulations require us to review and modify current contract terms or inform customers that offending contract terms we previously entered into are no longer effective. We are also required to develop and execute a real-world testing plan, which would require us to demonstrate to our ONC-Authorized Certification Body that our Health IT Modules operate as designed when implemented in the field. Failure to properly implement these requirements could result in our two products losing their status as Health IT Modules, which could jeopardize the utility of the products for our customers. We work closely with our selected ONC-Authorized Testing Laboratory and ONC-Authorized Certification Body to meet these and other requirements of Health IT Certification Program. We are unable to predict what changes to the certification program might be made in the future or how those changes could affect our business or the associated costs of compliance.

ERISA and Other Laws Impacting Employer Group Health Plans

Many of the clients we serve sponsor employer group health plans, which are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Internal Revenue Code, the ACA, Medicare Secondary Payer statutes, HIPAA privacy, state insurance laws in some cases, and other laws and regulations governing group health plans. While compliance with these laws and regulations governing group health plans is the responsibility of the employer that sponsors the health plan, in some cases, the employer may delegate certain health plan functions to a vendor, such as us. We protect

20

ourselves from liability for these client health plans by virtue of contractual provisions insulating us from exposure and responsibility for the employer-plan sponsor's legal obligations.

Governmental Audits

Because we act as a GPO for healthcare providers that participate in governmental programs, our group purchasing services have in the past and may again in the future be subject to periodic surveys and audits by governmental entities or contractors for compliance with Medicare and Medicaid standards and requirements. We are also subject to ordinary course audits by state and federal regulatory agencies regarding our general business operations. We will continue to respond to these government reviews and audits but cannot predict what the outcome of any future audits may be or whether the results of any audits could materially or negatively impact our business, our financial condition or results of operations.

Corporate Compliance Department

We execute and maintain a compliance and ethics program that is designed to assist us and our employees in conducting operations and activities ethically with the highest level of integrity and in compliance with applicable laws and regulations and, if violations occur, to promote early detection and prompt resolution. These objectives are achieved through education, monitoring, disciplinary action and other remedial measures we believe to be appropriate. We provide all of our employees with education that has been developed to communicate our standards of conduct, compliance policies and procedures as well as policies for monitoring, reporting and responding to compliance issues. We also provide all of our employees with a third-party toll-free number and Internet website address in order to report any compliance or privacy concerns. In addition, our Chief Ethics & Compliance Officer individually, and along with the Audit and Compliance Committee of the Board of Directors (“Audit and Compliance Committee”), helps oversee compliance and ethics matters across our business operations.

Human Capital Management

Our employees are our most critical assets. The success and growth of our business depends on our ability to attract, reward, retain, and develop diverse, talented, and high-performing employees at all levels of our organization, while sustaining an environment of anti-discrimination that ensures equal access to opportunities. To succeed in an ever-changing and competitive labor market, we have developed human capital management strategies, objectives and measures that drive recruitment and retention, support business performance, advance innovation, foster employee development and support our Mission — to improve the health of our communities, our Vision — to lead the transformation to high quality, cost effective healthcare, and our Values — integrity, passion for performance, innovation and a focus on people.

21

Our Mission, Vision and Values, together with our human capital strategies, objectives and measures, form a framework advanced through the following programs and initiatives:

Support Employees’ Financial, Health, and Social Well-Being •Competitive, reasonable, and equitable compensation programs designed to align pay and performance and attract and retain employees who are passionate about our mission and exemplify our values. •Annual and long-term incentives designed to drive business and individual achievement. •Comprehensive, competitive, and innovative health and welfare and retirement benefits to support our employees’ physical, mental and financial health. •Employee Stock Purchase Plan and equity compensation to provide financial value, align employees’ interests with those of our shareholders and drive talent retention. •Innovative programs to support all aspects of employee well-being, including physical, emotional, financial and social health. •Generous and flexible time off programs. •Social Responsibility Programs including paid Annual Volunteer Afternoon, volunteering hours and matching gifts to encourage and support giving back to the communities in which we serve. •Flexible work environments - including remote and hybrid work options where possible - and enabled technology to enhance employee experience and connectedness in both virtual and in-person settings. Recognize Employees’ Performance and Contributions •Premier Individual and Team Values Awards to recognize employees who best exemplify Premier’s core values. •Susan D. DeVore President’s Award to recognize the significant career accomplishments of select employees. •Shirley T. Wang Wellness Warrior Award to recognize employees’ commitment to and passion for well-being. •Values in Action online portal to encourage employees in real time to publicly recognize and reward their peers for performance, innovation, focus on people and integrity. Promote a Diverse, Equitable and Inclusive Workplace •Council on Diversity, Equity, Inclusion and Belonging is led and sponsored by the executive team of the Company. Each executive sponsors one or more Employee Resource Group (“ERG”). •Network of executive-sponsored, employee-led ERGs designed to build community and foster belonging and advancement of business strategy and employee experience through sharing of diverse thought and perspective. Groups include W.O.M.E.N., Military Veterans, Black Professionals, LGBTQ+, Asian American and Pacific Islander, Latin and Disabled Employees and their Allies groups. We also have a Field Services DEI Council ERG comprised of employees dedicated to supporting our members. •Business resource groups where employees connect through work affinities such as Nursing, Diverse Talent Acquisition, Community Health Initiatives, Workplace Culture and Health Equity. •Regular and ongoing review of compensation equity. •Mentoring and networking programs. •Recruiting outreach to drive diverse representation within our communities. •Continuous listening strategies including semi-annual People First employee engagement survey to seek feedback on a variety of topics to continuously improve our human resources programs, practices and employee experience. Create Opportunities to Grow and Develop •Comprehensive technology-enabled learning and development programs to foster connections, leadership competency and team and individual development. •Leadership and Management development programs. •Performance Management program including a formal, quarterly employee performance feedback cadence to drive high performance and reward excellence. •Enterprise talent planning and career pathing. •Tuition reimbursement program to support continuing education.

22

Company Recognition

•World’s Most Ethical Company by the Ethisphere Institute for the 17th consecutive year.

•Best in KLAs Value Based Consulting 2024

•Newsweek - America’s Greatest Workplaces for Diversity, 2024

•U.S. News & World Report, Best Companies to Work For (2023 & 2024)

•Inducted into Healthiest Employers Hall of Fame in 2023

•2024 Healthiest Employers of Charlotte by Charlotte Business Journal (1st place), 9th consecutive year in top 3

•2023 Healthiest 100 Workplaces in America (21st place)

•2023 Cigna Well-Being Award (Gold Level)

•Biotech Week Boston DEIJ Award Finalist, 2023

•Charlotte Business Journal Power 100 DEI Leaders, 2023

•Top 100 DEI Leaders, 2019-2023

•Top Diversity Influencer, 2019-2023

•10 Most Influential D&I Leaders, 2022

Employees

As of June 30, 2024, we employed approximately 2,900 people, all in the United States. We also engage contractors and consultants. Additionally, we regularly track and report internally on key talent metrics including workforce demographics, talent pipeline, diversity data and the engagement of our employees. None of our employees are working under a collective bargaining arrangement.

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

Our field force works closely with our U.S. hospital members and other members to target new opportunities by developing strategic and operational plans to drive cost management and quality and safety improvement initiatives. As of June 30, 2024, our field force was deployed to six geographic regions and several strategic/affinity members across the United States. This field force works at our member sites to identify and recommend best practices for both supply chain and clinical integration cost savings opportunities. The regionally deployed field force is augmented by a national team of subject matter specialists who focus on key areas such as lab, surgery, cardiology, orthopedics, imaging, pharmacy, information technology and construction. Our field force also assists our members in growing and supporting their continuum of care facilities.

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

Our Premier consulting team identifies and targets consulting engagements and wrap-around services for our major SaaS-based clinical analytics products and our GPO to enhance the member value from these programs.

Available Information

We file or furnish, as applicable, annual, quarterly and current reports, proxy statements and other information with the SEC. You may access these reports and other information without charge at a website maintained by the SEC. The address of this site is https://www.sec.gov. In addition, our website address is www.premierinc.com. We make available through our website the documents identified above, free of charge, promptly after we electronically file such material with, or furnish it to, the SEC.

We also provide information about our company through: X, formerly known as Twitter, (https://x.com/premierha), Facebook (https://www.facebook.com/premierhealthcarealliance), LinkedIn (https://www.linkedin.com/company/6766), YouTube (https://www.youtube.com/user/premieralliance), and Instagram (https://instagram.com/premierha).

Except as specifically indicated otherwise, the information available on our website, the SEC’s website and the social media outlets identified above, is not and shall not be deemed a part of this Annual Report.

23

Item 1A. Risk Factors

Our business, operations, and financial position are subject to various risks. Before making an investment in our Class A common stock or other securities we may have outstanding from time to time, you should carefully consider the following risks, as well as the other information contained in this Annual Report. Any of the risks described below could materially harm our business, financial condition, results of operations and prospects, and as a result, the value of an investment in our Class A common stock or other securities we may have outstanding from time to time could decline, and you may lose part or all of such investment value. This section does not describe all risks that are or may become applicable to us, our industry or our business, and it is intended only as a summary of certain material risk factors. Some statements in this Annual Report, including certain statements in the following risk factors, constitute forward-looking statements. See the section titled “Cautionary Note Regarding Forward-Looking Statements” for a discussion of such statements and their limitations. More detailed information concerning other risks or uncertainties we face, as well as the risk factors described below, is contained in other sections of this Annual Report.

Risk Factors Summary

The following is a summary of the risk factors that could adversely affect our Company and the value of an investment in our Company’s securities.

Risks Related to our Business Operations

•We face risks related to competition and consolidation in the healthcare industry.

•We may not be able to maintain or add new members for our group purchasing organization (“GPO”) programs which will depend in part on competitive pressure to increase the share of administrative fees we receive from GPO suppliers that we pay to members. This competitive pressure has resulted in material increases in our average revenue share obligations in fiscal year 2024, and we expect to continue to see material increases in our average revenue share obligations to members, particularly as we continue to renew GPO participation agreements.

•We may experience delays recognizing or increasing revenue if the sales cycle or implementation period takes longer than expected.

•We face risks to our business if members of our GPO programs reduce activity levels, terminate or elect not to renew their contracts on substantially similar terms or at all.

•We face the risks that the markets for our software as a service (“SaaS”) or licensed-based analytics products and services may develop more slowly than we expect, or that we may convert more SaaS-based product subscriptions to license-based analytics products.

•Our members are highly dependent on payments from third-party payers, such as Medicare and Medicaid, the denial or reduction of which could adversely affect demand for our products and services.

•Our growth may be affected by our ability to offer new and innovative products and services, including those incorporating artificial intelligence, as well as our ability to maintain third-party provider and strategic alliances or enter into new alliances.

•We face risks and expenses related to future acquisition opportunities and integration of acquisitions, as well as risks associated with non-controlling investments in other businesses or joint ventures.

•We rely on Internet infrastructure, bandwidth providers, data center providers and other third parties and face risks related to data loss or corruption and cyber-attacks or other data security breaches.

•We depend on our ability to use, disclose, de-identify or license data and to integrate third-party technologies.

•We face risks related to our use of “open source” software.

•We face risks associated with the integration of artificial intelligence technologies with our products and services because of the emerging nature of these technologies and the evolving legal and regulatory framework relating to their use.

•We face risks associated with our reliance on contract manufacturing facilities located in various parts of the world.

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

•We depend on our ability to attract, hire, integrate and retain key personnel.

•We have risks to our business operations due to continuing uncertain economic conditions, including but not limited to inflation and recessionary fears, which could impair our ability to forecast and may harm our business, operating results, including our revenue growth and profitability, financial condition and cash flows.

24

•We may face financial and operational uncertainty due to global macroeconomic, geopolitical and business conditions, trends and events, including inflation, generally, and the impact of any associated supply chain challenges.

•We may be adversely affected by global climate change or by regulatory responses to such change.

Risks Related to Healthcare, Health Information Technology and Data Privacy Laws and Regulations

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

•We must comply with complex international, federal and state laws and regulations governing financial relationships among healthcare providers and the submission of false or fraudulent healthcare claims, antitrust and employee benefit laws and regulations and privacy, security and breach notification laws.

•We are and may continue to be subject to regulation for certain of our software products regarding health information technology and medical devices.

Legal and Tax-Related Risks

•We are subject to litigation from time to time.

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

•We face tax risks, including potential gross receipts, sales and use, franchise and income tax liability in certain jurisdictions, potential future changes in tax laws and potential material tax disputes.

Risks Related to our Corporate Structure

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

•Provisions in our certificate of incorporation and bylaws and provisions of Delaware law may impede or prevent strategic transactions, including a takeover of the company.

Risks Related to our Capital Structure, Liquidity and Class A Common Stock

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

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

•We could experience adverse consequences if we fail to maintain an effective system of internal controls over financial reporting and remediate any material weaknesses and significant deficiencies identified.

•We face risks related to our Class A common stock, including potentially dilutive issuances and uncertainty regarding future dividend payments and stock repurchases.

For a more complete discussion of the material risks facing our business, see below.

Risks Related to Our Business Operations

We face intense competition, which could limit our ability to maintain or expand market share within our industry and harm our business and operating results.

The market for products and services in each of our operating segments is fragmented, intensely competitive and characterized by rapidly evolving technology and product standards, dynamic user needs and the frequent introduction of new products and services. We face intense competition from a number of companies, including the companies listed under “Item 1 - Business - Competition.”

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

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

25

competitors for Contigo Health are smaller niche and larger well-financed healthcare and insurance companies and providers of wrap network services. The primary competitors for Remitra are smaller niche and larger technology companies and financial institutions.

With respect to our products and services in both operating segments, we compete based on several factors, including breadth, depth and quality of our product and service offerings, ability to deliver clinical, financial and operational performance improvement through the use of our products and services, quality and reliability of services, ease of use and convenience, brand recognition and the ability to integrate services with existing technology. Some of our current and potential competitors have larger scale, benefit from greater name recognition, and have substantially greater financial, technical and marketing resources. Other of our competitors have proprietary technology that differentiates their product and service offerings from our offerings. As a result of these competitive advantages, our current and potential competitors may be able to respond more quickly to market forces, have broader scale in marketing their products and services, and make more attractive offers to our current members and other customers and potential new members and other customers.

We also compete based on price in both of our operating segments. We are subject to pricing pressures as a result of, among other things, competition within the industry, consolidation of healthcare industry participants, practices of managed care organizations, changes in laws and regulations applicable to our business operations, government action affecting reimbursement, financial stress experienced by our members and other customers, and increased revenue share obligations to members. In our Supply Chain Services segment, we believe that some of our GPO competitors may offer higher revenue share arrangements to some of their customers compared to our average arrangements. Competitive pressure has recently resulted in increases in our average revenue share obligations, and we expect to continue to see material increases in our average revenue share obligations to members, particularly as we continue to renew additional GPO participation agreements that were extended at the time of our August 2020 Restructuring. As of June 30, 2024, we have renewed and extended members that represent approximately 50% of the gross administrative fees associated with the GPO member agreements that were extended in 2020. In fiscal year 2025, we are targeting additional member agreements for renewal that would address a cumulative total of approximately 75% of the gross administrative fees associated with the member agreements extended in 2020. We expect to target the remaining associated member agreements in fiscal years 2026 and 2027. We similarly expect that competitive pressure on revenue share may result in us entering into arrangements with members that undergo a change of control that triggers a termination right, or new GPO members that join our GPO programs, which increase our average revenue share obligations. Material increases in revenue share obligations could adversely impact our business, financial condition and results of operations. In this competitive environment, we have experienced GPO member terminations during existing contractual periods, and we may not be able to retain our current GPO members or expand our member base on favorable terms or at all. The failure to retain and expand our GPO member base may adversely impact our business, financial condition and results of operations. Furthermore, if pricing of our other products and services experiences material downward pressure, our business will be less profitable, and our results of operations will be materially, adversely affected.

Furthermore, our Performance Services business also competes on features and functionality of the solutions we offer through our PINC AI, Contigo Health and Remitra brands.

Moreover, we expect that competition will continue to increase as a result of consolidation in both the healthcare information technology and healthcare services industries. If one or more of our competitors or potential competitors were to merge or partner with another of our competitors, or if new competitors were to enter the healthcare space, the change in the competitive landscape could also adversely affect our ability to compete effectively and could materially harm our business, financial condition, and results of operations.

Consolidation in the healthcare industry could have a material adverse effect on our business, financial condition and results of operations.

Many healthcare industry participants are consolidating to create larger and more integrated healthcare delivery systems with greater market power. We expect legal, regulatory and economic conditions to lead to additional consolidation in the healthcare industry in the future. As consolidation accelerates, the economies of scale of our members’ organizations may grow. If a member experiences sizable growth following consolidation, it may determine that it no longer needs to rely on us and may reduce its demand for our products and services. Some of these large and growing healthcare systems and continuum of care providers may choose to contract directly with suppliers for certain supply categories, and some suppliers may seek to contract directly with the healthcare providers rather than with GPOs such as ours. In connection with any consolidation, our members may move their business to another GPO, particularly when the acquiring hospital or health system is a member of a competing GPO or where the post-acquisition management of our member is aligned with a competing GPO. In addition, as healthcare providers consolidate to create larger and more integrated healthcare delivery systems with greater market power, these providers have in the past tried and may in the future try to use their market power to negotiate materially increased revenue share obligations and fee reductions for our products and services across both of our business segments. Finally, consolidation

26

may also result in the acquisition or future development by our members of products and services that compete with our products and services. Any of these potential results of consolidation could have a material adverse effect on our business, financial condition, and results of operations.

We may experience material delays in recognizing revenue or increasing revenue, or be required to reverse prior revenue recognition, if the sales cycle or implementation period with potential new members or customers takes longer than anticipated or our related project estimates are not accurate.

A key element of our strategy is to market the various products and services in our Supply Chain Services and Performance Services segments directly to healthcare providers and to increase the number of our products and services utilized by existing members and other customers. The evaluation and purchasing process is often lengthy and involves material technical evaluation and commitment of personnel by these organizations. Further, the evaluation process depends on a number of factors, many of which we may not be able to control, including potential new members’ and other customers’ internal approval processes, budgetary constraints for technology spending, member concerns about implementing new procurement methods and strategies and other timing effects. In addition, the contract or software implementation process for new products or services can take six months or more and, accordingly, delay our ability to recognize revenue from the sale of such products or services. If we experience an extended or delayed implementation cycle in connection with the sale of additional products and services to existing or new members or customers, it could have a material adverse effect on our business, financial condition and results of operations. In addition, we are required to use estimates to determine revenue recognition for performance-based consulting engagements. These estimates are based on a number of inputs from management regarding project timing, milestone and goal achievement and expected completion dates, each of which may change during the course of the engagement and could result in either delayed revenue recognition or revenue reversals resulting in out-of-period revenue adjustments, which could have a material adverse effect on our results of operations. In addition, changes in accounting standards that impact revenue recognition as well as conversion of SaaS-based product subscriptions to licensed-based products and services, as discussed in the below risk factor “The markets for our SaaS- or licensed-based products and services may develop more slowly than we expect, or we may convert more SaaS-based product subscriptions to license-based products and services, which could adversely affect our revenue, growth rates and our ability to maintain or increase our profitability” could adversely impact our ability to recognize revenue consistent with our historical practices and could have a material adverse effect on our business, financial condition and results of operations.

If members of our GPO programs reduce activity levels or terminate or elect not to renew their contracts, our revenue and results of operations may decrease materially.

Although we have GPO participation agreements with most of our GPO members, these agreements may generally be terminated for cause or in the event of a change of control of the GPO member. In addition, the GPO member can terminate the GPO participation agreement at the end of the then-current term by notifying us of the member’s decision not to renew. Although we renewed most of our then existing GPO participation agreements primarily for terms of five to seven years at the beginning of fiscal year 2021, there can be no assurance that our GPO members will extend or renew their GPO participation agreements on the same or similar economic terms at the end of the term of the agreement, or at all, or that the GPO members will not terminate their GPO participation agreements for cause or due to a change of control of the GPO member. Similarly, there can be no assurance that GPO members will not seek to terminate their GPO participation agreements in the absence of any express right to do so, and if this occurs our remedies may not fully compensate us for the corresponding loss of revenues. Failure of our GPO members to maintain, extend or renew their GPO participation agreements on the same or similar economic terms, or at all, may have a material adverse impact on our business, financial condition and results of operations.

Our success in retaining member participation in our GPO programs depends upon our reputation, strong relationships with GPO members and our ability to deliver consistent, reliable and high-quality products and services, and a failure in any of these areas may result in the loss of GPO members. We believe that some of our GPO competitors offer higher revenue share arrangements to some of their customers compared to our average arrangements. Our ability to retain and expand participation in our GPO programs depends upon our ability to provide overall value to GPO members, including competitive revenue share arrangements, in an economically competitive environment. Competitive pressure has resulted in increases in our average revenue share obligations, and we expect to continue to see material increases in our average revenue share obligations to members, particularly as we continue to renew additional GPO participation agreements that were extended at the time of our August 2020 Restructuring. As of June 30, 2024, we have renewed and extended members that represent approximately 50% of the gross administrative fees associated with the member agreements that were extended in 2020. In fiscal year 2025, we are targeting additional member agreements for renewal that would address a cumulative total of approximately 75% of the gross administrative fees associated with the member agreements extended in 2020. We expect to target the remaining associated member agreements for renewal in fiscal years 2026 and 2027. In addition, GPO members may seek to modify or elect not to renew their contracts due to factors that are beyond our control and are unrelated to our performance, including a change of control of the GPO member, changes in their strategies, competitive analysis or business plans, changes in their supply chain

27

personnel or management, or economic conditions in general. When contracts are reduced by modification or not renewed for any reason, we lose the anticipated future revenue associated with such contracts and, consequently, our revenue and results of operations may decrease materially.

Historically, we have enjoyed a strong strategic alignment with our GPO members, in many cases as a result of such GPO members being significant equity owners of both us and Premier LP. As a result of the August 2020 Restructuring, our former member-owners’ equity holdings in Premier LP were canceled and converted into shares of our Class A common stock which is publicly traded on the NASDAQ Global Select Market (“NASDAQ”) under the ticker symbol “PINC.” Furthermore, former member-owners who received shares of our Class A common stock as part of the August 2020 Restructuring have been free to sell those shares. Any material reduction in our former member-owners’ equity holdings in us could result in reduced alignment between us and such former member-owners, which may make it more difficult to retain these GPO members or to ensure that they extend or renew their GPO participation agreements on the same or similar economic terms, or at all, the failure of which may have a material adverse impact on our business, financial condition and results of operations.

We rely on the administrative fees we receive from our GPO suppliers, and the failure to maintain contracts with these GPO suppliers could have a generally negative effect on our relationships with our members and could adversely affect our business, financial condition and results of operations.

Historically, we have derived a substantial amount of our revenue from the administrative fees that we receive from our GPO suppliers. We maintain contractual relationships with these suppliers which provide products and services to our members at reduced costs and which pay us administrative fees based on the dollars spent by our members for such products and services. Our contracts with these GPO suppliers generally may be terminated upon 90 days’ notice. A termination of any relationship or agreement with a GPO supplier would result in the loss of administrative fees pursuant to our arrangement with that supplier, which could adversely affect our business, financial condition and results of operations. In addition, if we lose a relationship with a GPO supplier we may not be able to negotiate similar arrangements for our members with other suppliers on the same terms and conditions or at all, which could damage our reputation with our members and adversely impact our ability to maintain our member agreements or expand our membership base and could have a material adverse effect on our business, financial condition and results of operations.

In addition, the U.S. Centers for Medicare and Medicaid Services, or CMS, which administers the Medicare and federal aspects of state Medicaid programs, has issued complex rules requiring pharmaceutical manufacturers to calculate and report drug pricing for multiple purposes, including the limiting of reimbursement for certain drugs. These rules generally provide that administrative fees paid by pharmaceutical manufacturers to GPOs do not reduce the drug pricing calculation to the extent that such fees meet CMS’s “bona fide service fee” definition. There can be no assurance that CMS will continue to allow this exclusion of GPO administrative fees from the pricing calculation, which could negatively affect the willingness of pharmaceutical manufacturers to pay administrative fees to us, which could have a material adverse effect on our member retention, business, financial condition and results of operations.

We derive a material portion of our revenues from our largest members and customers, and the sudden loss of one or more of these members or customers could materially and adversely affect our business, financial condition and results of operations.

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

The markets for our SaaS-based product subscriptions and licensed-based products and services may develop more slowly than we expect, or we may convert more SaaS-based products to license-based products, which could adversely affect our revenue, growth rates and our ability to maintain or increase our profitability.

Our Performance Services segment generates revenue from both SaaS-based products subscriptions and term enterprise analytics licenses for our analytics products. Generally, SaaS-based transactions generate subscription fees revenue over the term of the contract, whereas revenue from licensed-based transactions is recognized upon delivery of the software code and revenue from maintenance and hosting fees is recognized over the term of the contract. Fluctuating customer demand for SaaS-based and licensed-based transactions, including the mix of SaaS-based and licensed-based transactions, can therefore result in material volatility of our revenue, growth rates and profitability in any given quarter or year. Our customers have increasingly elected to enter into licensed-based transactions instead of renewing SaaS-based transactions, and the timing and pricing of these conversions can contribute to this volatility. Furthermore, the growth and profitability of our Performance Services segment depends on our ability to grow revenue from our licensed-based products and services and new SaaS-based products subscriptions at a rate that more than offsets the conversion of our customers from SaaS-based products subscriptions to

28

licensed-based products and services. In addition, many companies have invested substantial resources to integrate established enterprise software into their businesses and therefore may be unwilling to switch to our products and services, and some companies may have concerns regarding the risks associated with the security and reliability of the technology delivery model associated with these products and services. If companies do not perceive the benefits of our SaaS-based products and licensed-based products and services, or have concerns regarding security or reliability, then the market for these products and services may not expand as much or develop as quickly as we expect, which would materially adversely affect our business, financial condition and results of operations.

Our members and other customers are highly dependent on payments from third-party healthcare payers, including Medicare, Medicaid and other government-sponsored programs, and reductions or changes in third-party reimbursement could adversely affect these members and other customers and consequently our business.

Our members and other customers derive a substantial portion of their revenue from third-party private and governmental payers, including Medicare, Medicaid and other government sponsored programs. Our sales and profitability depend, in part, on the extent to which coverage of and reimbursement for our products and services our members and other customers purchase or otherwise obtain through us is available to our members and other customers from governmental health programs, private health insurers, managed care plans and other third-party payers. These third-party payers are increasingly using their bargaining power to secure discounted reimbursement rates and may impose other requirements that adversely impact our members and other customers’ ability to obtain adequate reimbursement for our products and services. If third-party payers do not approve our products and services for reimbursement or fail to reimburse for them adequately, our members and other customers may suffer adverse financial consequences which, in turn, may reduce the demand for and ability to purchase our products or services.

In addition, government actions or changes in laws or regulations could limit government spending generally for the Medicare and Medicaid programs, limit payments to healthcare providers and increase emphasis on financially accountable payment programs such as accountable care organizations, bundled payments and capitated primary care that could have a material adverse impact on our members and other customers and, in turn, on our business, financial condition and results of operations.

If we are unable to maintain or enter into new strategic relationships with other companies, we may be unable to grow our business.

Our business strategy includes entering into and maintaining strategic collaborations, alliances, partnerships and other affiliations with other companies. These companies may pursue relationships with our competitors, develop or acquire products and services that compete with our products and services, experience financial difficulties, be acquired by one of our competitors or other third party or exit the healthcare industry, any of which may adversely affect our relationship with them. In addition, agreements with these companies may allow them to terminate their relationships with us for any reason with limited or no notice. If existing strategic relationships with other companies are adversely impacted or are terminated or if we are unable to enter into new strategic necessary for our business, we may be unable to maintain or increase our industry presence or effectively execute our business strategy.

If we are not able to timely offer new and innovative products and services, we may not remain competitive and our revenue and results of operations may suffer.

Our success depends on providing products and services within our Supply Chain Services and Performance Services segments that healthcare providers and other customers use to improve clinical, financial and operational performance. Information technology providers and other competitors are incorporating enhanced analytical tools and functionality and otherwise developing products and services that may become viewed as more efficient or appealing to our members or other customers. If we cannot adapt to rapidly evolving industry standards, technology capabilities (including artificial intelligence), and member and other customers’ needs, including changing regulations and provider reimbursement policies, we may fail to meet our current and potential new members’ and other customers’ requirements and our technology, products or service offerings could become obsolete. We must continue to invest material resources in technology development or acquisitions in order to enhance our existing products and services, maintain or improve our product category rankings and introduce new high-quality products and services that current and potential new members and other customers will want. If our enhanced existing or new products and services are not responsive to the needs of our current or potential new members and other customers, are not appropriately timed with market opportunity or are not effectively brought to market, we may lose existing members or customers and be unable to obtain new members and other customers, which could have a material adverse effect on our business, financial condition or results of operations.

29

Our acquisition activities could result in operating difficulties, dilution, unrecoverable costs and other negative consequences, any of which may adversely impact our financial condition and results of operations.

Our business strategy includes growth through acquisitions of additional businesses and assets. Future acquisitions may not be completed on preferred terms and acquired assets or businesses may not be successfully integrated into our operations or provide anticipated financial or operational benefits. Any acquisitions we complete will involve risks commonly encountered in acquisitions of businesses or assets. Such risks include, among other things:

•failing to integrate the operations and personnel of the acquired businesses in an efficient, timely manner;

•failure of a selling party to produce all material information during the pre-acquisition due diligence process, or to meet their obligations under post-acquisition agreements;

•potential liabilities of or claims against an acquired company or its assets, some of which may not become known until after the acquisition;

•an acquired company’s lack of compliance with applicable laws and governmental rules and regulations, and the related costs and expenses necessary to bring such company into compliance;

•an acquired company’s general information technology controls or their legacy third-party providers may not be sufficient to prevent unauthorized access or transactions, cyber-attacks or other data security breaches;

•managing the potential disruption to our ongoing business;

•distracting management focus from our existing core businesses;

•encountering difficulties in identifying and acquiring products, technologies, or businesses that will help us execute our business strategy;

•entering new markets in which we have little to no experience;

•impairing relationships with employees, members and other customers, and strategic partners;

•failing to implement or remediate controls, procedures and policies appropriate for a public company at acquired companies lacking such financial, disclosure or other controls, procedures and policies, potentially resulting in a material weakness in our internal controls over financial reporting;

•unanticipated changes in market or industry practices that adversely impact our strategic and financial expectations of an acquired company, assets or business and require us to write-off or dispose of such acquired company, assets, or business;

•the amortization of purchased intangible assets;

•incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets due to the failure of certain acquisitions to realize expected benefits; and

•diluting the share value and voting power of existing stockholders.

In addition, anticipated benefits of our previous and future acquisitions may not materialize. Future acquisitions or dispositions of under-performing businesses could result in the incurrence of debt, material exit costs, contingent liabilities or amortization expenses, impairments or write-offs of goodwill and other intangible assets, any of which could harm our business, financial condition and results of operations. For example, during fiscal year 2024, our Contigo Health reporting unit reported impairment losses primarily as a result of our acquisition of TRPN Direct Pay, Inc. and Devon Health, Inc. In addition, expenses associated with potential acquisitions, including, among others, due diligence costs, legal, accounting, technology and financial advisory fees, travel and internal resources utilization, can be material. These expenses may be incurred regardless of whether any potential acquisition is completed. In instances where acquisitions are not ultimately completed, these expenses typically cannot be recovered or offset by the anticipated financial benefits of a successful acquisition. As we pursue our business strategy and evaluate opportunities, these expenses may adversely impact our results of operations and earnings per share.

We have recorded, and may record in the future, goodwill and intangible and other long-lived assets as a result of acquisitions and other investments, and changes in future business conditions could cause investments to become impaired and require substantial write-downs that would reduce our operating income.

We evaluate the recoverability of recorded goodwill and intangible and other long-lived asset amounts annually, or when impairment indicators are present, which could require an interim impairment test. The impairment test is based on several factors requiring management estimates, judgments and assumptions. We have experienced impairment charges in recent fiscal years, including an impairment charge of $140.1 million in fiscal year 2024 for our Contigo Health reporting unit (see Note 8 - Goodwill and Intangible Assets to the accompanying consolidated financial statements for further information). Additional future impairment could result from, among other things, deterioration in the performance of our business or product lines, adverse market conditions and changes in the competitive landscape and a variety of other circumstances. The amount of any

30

impairment is recorded as a charge to our statement of operations. We may never realize the full value of our goodwill and intangible and other long-lived assets, and any determination requiring the write-off of a significant portion of these assets may have an adverse effect on our financial condition and results of operations. Due to continual changes in business and market conditions, we cannot predict whether, and to what extent, our goodwill and intangible and other long-lived assets may be impaired in future periods. Our operating results may be negatively impacted by both the impairment and the underlying business circumstances or trends that triggers the impairment.

Our business and growth strategies also include non-controlling investments in other businesses and joint ventures. In the event the companies or joint ventures we invest in do not perform as well as expected, we could experience the loss of some or all of the value of our investment, which loss could adversely impact our financial condition and results of operations.

Although we conduct accounting, financial, legal and business due diligence prior to making investments, we cannot guarantee that we will discover all material issues that may affect a particular target business, or that factors outside the control of the target business and outside of our control will not later arise. We have in the past and may in the future make investments on a non-controlling basis, and we have limited ability to influence the financial, business and other operations of the companies in which we invest on this basis. To the extent we invest in a financially underperforming or unstable company or an entity in its development stage that does not successfully mature, we may lose the value of our investment. We have in the past and may in the future be required to write down or write off our investment or recognize impairment or other charges that could adversely impact our financial condition or results of operations and our stock price. Even though these charges may be non-cash items that do not impact our revenues or liquidity, they could impact our earnings and the fact that we report charges of this nature could contribute to negative market perceptions about us and our business strategy and our Class A common stock.

We rely on Internet infrastructure, bandwidth providers, data center providers and other third parties and our own systems for providing services to our users, and any failure or interruption in the services provided by these third parties or our own systems, including from a cyber or other catastrophic event, could expose us to litigation and negatively impact our relationships with users, adversely affecting our brand, our business and our financial performance.

Our ability to deliver our products is dependent on the development and maintenance of the infrastructure of the Internet and other telecommunications services by third parties. This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security for providing reliable Internet access and services and reliable telephone, Wi-Fi and other communications systems. We have experienced and expect that we will experience in the future interruptions and delays in these services and availability from time to time. We rely on internal systems as well as third-party suppliers, including bandwidth and telecommunications equipment providers, to provide our services. We have also migrated our data center operations to third-party data-hosting facilities. We do not maintain redundant systems or facilities for some of these services. In the event of a material cyber-attack or catastrophic event with respect to one or more of these providers, systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationship with users. To operate without interruption, both we and our service providers must guard against:

•damage from fire, power loss, and other natural disasters;

•communications failures;

•software and hardware errors, failures, and crashes;

•cyber-attacks, viruses, worms, malware, ransomware and other malicious software programs;

•security breaches and computer viruses and similar disruptive problems; and

•other potential interruptions.

Any disruption in the network access, telecommunications or co-location services provided by our third-party providers or any failure of or by these third-party providers or our own systems to handle current or higher volume of use could materially harm our business. In addition, our operations could be impaired and our confidential information compromised if our service providers experience cyber-attacks on and breaches of their information technology systems. We exercise limited control over these third-party suppliers, which increases our vulnerability to problems with services they provide. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services or our own systems could negatively impact our relationships with users and adversely affect our business and financial performance and could expose us to third-party liabilities, some of which may not be adequately insured.

Data loss or corruption due to failures or errors in our systems and service disruptions at our data centers may adversely affect our reputation and relationships with existing members and other customers, which could have a negative impact on our business, financial condition and results of operations.

Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption or cause the information that we collect to be incomplete or contain inaccuracies that our

31

members and other customers regard as material. Complex software such as ours may contain errors or failures that are not detected until after the software is introduced or updates and new versions are released. Despite testing by us, from time to time we have discovered defects or errors in our software, and such defects or errors may be discovered in the future. Any defects or errors could expose us to risk of liability to members or other customers and the government and could cause delays in the introduction of new products and services, result in increased costs and diversion of development resources, require design modifications, decrease market acceptance or member satisfaction with our products and services or cause harm to our reputation.

Furthermore, our members and other customers might use our software together with products from other companies. As a result, when problems occur, it might be difficult to identify the source of the problem. Even when our software does not cause these problems, the existence of these errors might cause us to incur material costs, divert the attention of our technical personnel from our product development efforts, impact our reputation and lead to material member relations problems.

Moreover, our data centers and service provider locations store and transmit critical member data that is essential to our business. While these locations are chosen for their stability, failover capabilities and system controls, we do not directly control the continued or uninterrupted availability of every location. We have migrated our data center operations to third-party data-hosting facilities. Data center facilities are vulnerable to damage or interruption from natural disasters, fires, power loss, telecommunications failures, acts of terrorism, acts of war, and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism, cyber-attacks and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of terrorism, could result in a decision to close the facilities without adequate notice or other unanticipated problems, which could cause lengthy interruptions in our service. These service interruption events could impair our ability to deliver services or deliverables or cause us to fail to achieve service levels required in agreements with our members or other customers, which could negatively affect our ability to retain existing or attract new members and other customers.

If our cyber and other security measures are breached or fail and unauthorized access to a member’s data is obtained, or our members or customers fail to obtain proper permission for the use and disclosure of information, our services may be perceived as not being secure, our members and other customers may curtail or stop using our services and we may incur material liabilities.

Our services involve the web-based storage and transmission of members’ and other customers’ proprietary information, personal information of employees and protected health information of patients. From time to time, we may detect vulnerabilities in our systems, which, even if not resulting in a security breach, may reduce member confidence and require substantial resources to address. If our security measures are breached or fail as a result of third-party action, employee error, malfeasance, insufficiency, defective design or otherwise, someone may be able to obtain unauthorized access to member, employee or patient data. As a result, our reputation could be damaged, our business may suffer, and we could face damages for contract breach, penalties and fines for violation of applicable laws or regulations and material costs for notification to affected individuals, remediation and efforts to prevent future occurrences.

In addition to our cyber and other security measures, we rely upon third-party providers and our members and other customers as users of our systems for key activities to promote security of those systems and the data within them. On occasion, our providers’ security systems have been breached and our members have failed to perform these activities. Failure of third-party providers, members or customers to perform these activities may result in claims against us that could expose us to material expense and harm our reputation. In addition, our members or other customers may authorize or enable third parties to access their data or the data of their patients on our systems. Because we do not control such access, we cannot ensure the complete propriety of that access or integrity or security of such data in our systems. In addition, although our development infrastructure is based in the U.S., we outsource development work for a portion of our products and services to persons outside the U.S., particularly India. We cannot guarantee that the cyber and other security measures and regulatory environment of our foreign partners are as robust as in the U.S. Any security breach of our systems resulting from access by our members, customers or foreign partners could have a material adverse effect on our business, financial condition and results of operations.

Additionally, we require our members or other customers to provide necessary notices and to obtain necessary permissions and waivers for use and disclosure of the information that we receive. If our members or other customers do not obtain necessary permissions and waivers, then our use and disclosure of information that we receive from them or on their behalf may be limited or prohibited by state, federal, or international privacy laws or other laws. Any such failure to obtain proper permissions and waivers could impair our functions, processes and databases that reflect, contain or are based upon such data and may prevent use of such data. Moreover, we may be subject to claims or liability for use or disclosure of information by reason of our lack of a valid notice, permission or waiver. These claims or liabilities could subject us to unexpected costs and adversely affect our business, financial condition and results of operations.

32

We could suffer a loss of revenue and increased costs, exposure to material liability, reputational harm, and other serious negative consequences if we, our service providers or other suppliers, or our members or customers are subject to cyber-attacks or other data security breaches that disrupt our operations or result in the dissemination of proprietary or confidential information about us, our members or customers, other third parties, patients or employees.

We manage and store proprietary information and sensitive or confidential data relating to our operations. We may be subject to cyber-attacks on and breaches of the information technology systems we use for these purposes. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of third parties, create system disruptions, or cause shutdowns. Computer programmers and hackers also may be able to develop and deploy viruses, worms, malware, ransomware and other malicious software programs that attack our systems or products or otherwise exploit security vulnerabilities of our systems or products. In addition, hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with or cause errors in the operation of our systems.

We expend material capital to protect against the threat of security breaches, including cyber-attacks, viruses, worms, malware, ransomware and other malicious software programs. Substantial additional expenditures may be required before or after a cyber-attack or breach to mitigate in advance or to alleviate any problems caused by cyber-attacks and breaches, including unauthorized access to or theft of personal or patient data and protected health information stored in our information systems and the introduction of computer viruses, worms, malware, ransomware and other malicious software programs to our systems. Our remediation efforts may not be successful and could result in interruptions, delays or cessation of service and loss of existing or potential new members or customers.

While we provide our employees and contractors training and regular reminders on important measures they can take to prevent breaches, we often identify attempts to gain unauthorized access to our systems. Given the rapidly evolving nature and proliferation of cyber threats, there can be no guarantee our training and network security measures or other controls will detect, prevent or remediate security or data breaches in a timely manner or otherwise prevent unauthorized access to, damage to, or interruption of our systems and operations. For example, it has been widely reported that many well-organized international interests, in certain cases with the backing of sovereign governments, are targeting the theft of patient information through the use of advanced persistent threats. In recent years, a number of hospitals have reported being the victim of ransomware attacks in which they lost access to their systems, including clinical systems, during the course of the attacks. We are likely to face attempted attacks in the future. Accordingly, we may be vulnerable to losses associated with the improper functioning, security breach or unavailability of our information systems as well as any systems used in acquired operations.

Breaches of our security measures and the unapproved use or disclosure of proprietary information or sensitive or confidential data about us, our members or customers, other third parties, patients or employees could expose us, our members or customers, other affected third parties, patients or employees to a risk of loss or misuse of this information, result in litigation, governmental inquiry and potential liability for us, damage our brand and reputation or otherwise harm our business. Furthermore, we are exposed to additional risks because we rely in certain capacities on third-party data management providers whose possible security problems and security vulnerabilities are beyond our control. Similarly, our operations could be impaired and our confidential information compromised if our service providers or other suppliers, our members or our customers experience cyber-attacks on and breaches of their information technology systems.

We may experience cyber-security and other breach incidents that remain undetected for an extended period. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched, we may be unable to anticipate these techniques or to implement adequate preventative measures to stop or mitigate any potential damage in a timely manner. Given the increasing cyber security threats in the healthcare industry, there can be no guarantee we will not experience business interruptions; data loss, ransom, misappropriation or corruption; theft or misuse of proprietary or patient information; or litigation and investigation related to any of those, any of which could have a material adverse effect on our financial position and results of operations and harm our business reputation. Although we do maintain commercially reasonable insurance policies for cyber-attacks, there can be no guarantee that insurance would be sufficient to cover our losses or other consequences of interruptions to our business, nor can it be guaranteed that insurance coverage would be available for every specific incident in accordance with the terms and conditions of the applicable policy coverage.

Any restrictions on our use of, or ability to license, data, or our failure to license data and integrate third-party technologies, could have a material adverse effect on our business, financial condition and results of operations.

We depend upon licenses from third parties, most of which are non-exclusive, for some of the technology and data used in our applications, and for some of the technology platforms upon which these applications are built and operate. We also obtain a portion of the data that we use from government entities and public records and from our members and other customers for specific member or customer engagements. We cannot assure that our licenses for information will allow us to use that

33

information for all potential or contemplated applications and products. In addition, if our members or customers revoke their consent for us to maintain, use, de-identify and share their data, our data assets could be degraded.

In the future, data providers could withdraw their data from us or restrict our usage due to competitive reasons or because of new legislation or judicial interpretations restricting use of the data currently used in our products and services. In addition, data providers could fail to adhere to our quality control standards in the future, causing us to incur additional expense to appropriately utilize the data. If a substantial number of data providers were to withdraw or restrict their data, or if they fail to adhere to our quality control standards, and if we are unable to identify and contract with suitable alternative data suppliers and integrate these data sources into our service offerings, our ability to provide products and services to our members or customers would be materially and adversely impacted, resulting in a material adverse effect on our business, financial condition and results of operations.

We also integrate into our proprietary applications and use third-party software to maintain and enhance, among other things, content generation and delivery, and to support our technology infrastructure. Some of this software is proprietary and some is open source. Our use of third-party technologies exposes us to increased risks, including, but not limited to, risks associated with the integration of new technology into our solutions, the diversion of our resources from development of our own proprietary technology and our inability to generate revenue from licensed technology sufficient to offset associated acquisition and maintenance costs. These technologies may not be available to us in the future on commercially reasonable terms or at all and could be difficult to replace once integrated into our own proprietary applications. Our inability to obtain, maintain or comply with any of these licenses could delay development until equivalent technology can be identified, licensed and integrated, which would harm our business, financial condition and results of operations.

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

Our use of “open source” software could adversely affect our ability to sell our products and subject us to possible litigation.

The products or technologies acquired, licensed or developed by us may incorporate so-called “open source” software, and we may incorporate open source software into other products in the future. There is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses, and therefore the potential impact of these terms on our business is unknown and may result in unanticipated obligations or litigation regarding our products and technologies. For example, we may be subjected to certain conditions, including requirements that we offer our products that use particular open source software at no cost to the user, that we make available the source code for modifications or derivative works we create based upon, incorporating or using the open source software, and/or that we license such modifications or derivative works under the terms of the particular open source license. In addition, if we combine our proprietary software with open source software in a certain manner, under some open source licenses we could be required to release the source code of our proprietary software, which could substantially help our competitors develop products that are similar to or better than ours. If an author or other party that distributes such open source software was to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur material legal costs defending ourselves against such allegations and could be subject to material damages.

Our use of artificial intelligence (“AI”) technologies and the integration of AI technologies with our products and services may subject us to increased risk given the emerging nature of AI technologies and the evolving legal and regulatory framework relating to their use.

Our business increasingly relies on AI technologies to collect, aggregate, analyze and/or generate data or other materials or content. AI technology is highly complex and rapidly developing, and it is not possible for us to predict all of the legal, operational or technological risks that may arise relating to the use if AI. While AI and its uses are subject to a variety of existing laws and regulations, the legal and regulatory framework governing AI is rapidly evolving. In October 2023, President Biden issued the Executive Order on the Safe, Secure and Trustworthy Development and Use of Artificial Intelligence that established new standards for training, testing and cybersecurity of sophisticated artificial intelligence models, and directed federal agencies to promulgate additional regulations on the subject. Federal AI legislation has also been introduced in the U.S. Senate. Many other state and foreign government bodies and agencies have introduced or are currently considering new laws and regulations governing the use of AI technologies.

The adoption of new AI laws and regulations, or the interpretation of existing laws and regulations, could affect our development, use or commercialization of AI. We may not be able to anticipate how to respond to these rapidly evolving

34

frameworks, and we may need to expend resources to adjust our products or services to meet new requirements. Failure to comply with such laws or regulations could subject us to legal or regulatory liability. The cost of complying with such laws or regulations could be significant and increase our operating expenses, which could have a material adverse effect on our business, financial condition and results of operations.

AI algorithms use machine learning and predictive analytics which may lead to flawed, biased, discriminatory, or inaccurate results, any of which may not be easily detectable by us. Such outcomes could potentially be in violation of existing or new laws or regulations governing AI and could potentially lead to other legal claims against us by third parties. There has recently been an increase in litigation in a number of jurisdictions, including the U.S., relating to the development, security and use of AI.

Our direct sourcing activities depend on contract manufacturing facilities located in various parts of the world, and any physical, financial, regulatory, environmental, labor or operational disruption or product quality issues could result in a reduction in sales volumes, the incurrence of substantial expenditures and the loss of product availability.

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

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

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

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

35

We may have inventory risk for product inventory we purchase at elevated market prices and items we purchase in bulk or pursuant to fixed price purchase commitments if we are unable to sell such inventory at or above our cost. As a result, we may experience a material adverse effect on our business, financial condition and results of operations.

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

If we lose key employees or if we are unable to attract, hire, integrate and retain key employees, our business would be harmed.

Our future success depends in part on our ability to attract, hire, integrate and retain key employees, including our executive officers, other senior leaders and other highly skilled talent. Competition for such talented employees is intense and the labor market has tightened considerably in the recent years. We have from time to time experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining talented employees with appropriate qualifications. We use equity awards as a key component of compensation for senior level employees in order to align employee interests with the interests of our stockholders, provide competitive compensation packages and encourage employee retention. Our stock price volatility or lack of positive performance may cause periods of time during which the value or equity awards might be less competitive, which may lessen the retentive attributes of these awards and cause the compensation that we offer to be less competitive. If we lose key employees unexpectedly, we cannot be certain of our ability to identify, hire and retain adequately qualified replacement employees at or on a timely basis. In addition, to the extent we lose an executive officer or senior leader, we may incur increased expenses in connection with the hiring, promotion or replacement of these individuals and the transition of leadership and critical knowledge. Failure to identify, hire and retain necessary talent could have a material adverse effect on our business, financial condition and results of operations.

Continued uncertain economic, political and other conditions, including inflation and recessionary fears, could impair our ability to forecast and may harm our business, operating results, including our revenue growth and profitability, financial condition and cash flows.

Continued global economic uncertainty, political conditions and fiscal challenges in the U.S. and abroad, such as inflation and the concern of slower growth or a recession, have, among other things, limited our ability to forecast future demand for our products and services, contributed to increased periodic volatility in customer demand, impacted availability of supplies and could constrain future access to capital for our suppliers, customers and partners. The impacts of these circumstances are global and pervasive, and the timing and nature of any ultimate resolution of these matters remain highly uncertain. Adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased trade sanctions, tariffs or other barriers to global trade, changes to fiscal and monetary policy and higher interest rates, could materially adversely impact the demand for our products and our operating results. We have been experiencing and continue to experience inflationary pressure and other constraints affecting both our Supply Chain and Performance Services segments. Consequently, these concerns have challenged our business and we expect them to continue to challenge our business for the foreseeable future, which could cause harm to our operating results. Such conditions may result in the failure to meet our forecasted financial expectations and to achieve historical levels of revenue growth.

Our financial condition and results of operations may be materially and adversely affected by future pandemics, epidemics or public health emergencies.

The outbreak of the novel coronavirus (“COVID-19”) and the resulting global pandemic and the impact on the healthcare industry impacted our sales, operations and supply chains, our members and other customers and workforce and suppliers. While both the U.S. and the World Health Organization declared an end to the COVID-19 pandemic as a public health emergency in May 2023, we remain subject to the potential risks associated with any future pandemic, epidemic or other public health emergency, and uncertain impacts those events could have on our business, result of operations, financial condition, cash flows and prospects of the trading price of our Class A Common Stock. Among other risks, future pandemics, epidemics or other public health emergencies could lead to labor shortages, quarantines, travel and other restrictions, disruptions in the global supply chain, financial and operational harm to our members, customers and suppliers, and a general decline in the overall U.S.

36

and worldwide economy and capital markets. These and other risks of future pandemics, epidemics and other public health emergencies could lead to reduced demand for our products and services or the ability of our members or other customers to pay for our products and services, disruption in our operations and our ability to deliver our products and services, disruption in the operation of suppliers that deliver products to our members and other customers, and adverse impacts on our ability to access capital on acceptable terms as may be needed for our business. The impact of another pandemic, epidemic or public health emergency may also exacerbate many of the other risks described in this “Risk Factors” section of the Annual Report. Despite our efforts to manage these impacts, their ultimate impact depends on factors beyond our knowledge or control, including the duration and severity of any public health emergency and actions taken to contain its spread and mitigate its public health effects.

Our results may be adversely affected by geopolitical instability, such as the ongoing military conflicts in Ukraine and the Middle East and tensions between the U.S. and China, or weather events or natural disasters. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from geopolitical events.

Geopolitical events such as war, terrorist activities, or civil unrest may disrupt or interrupt our operations or the operations of our vendors or other business partners. U.S. and global markets have continued to experience volatility and disruption as the result of current geopolitical events, including the ongoing military conflict between Russia and Ukraine and the military conflict in the Middle East, as well as tensions between the U.S. and China. These geopolitical issues have, and may continue to, lead to market disruptions, including significant volatility in commodity prices, energy, credit and capital markets, as well as supply chain interruptions and increased transportation costs. In addition, further escalation in current or the development of new geopolitical issues could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional capital. These types of market and supply disruptions can similarly result from natural disasters such as hurricanes, tornadoes, floods, earthquakes and other severe weather and climate conditions (including those resulting from climate change). These events and circumstances could negatively impact our business, financial condition and results of operations.

We may be adversely affected by global climate change or by regulatory responses to such change.

Climate change may lead to more frequent or more severe weather events or conditions, rising including sea temperatures and rising sea levels. The long-term impacts of climate change, including physical risks as well as the transition risks such as regulatory responses to climate change, are expected to be widespread and unpredictable. These impacts could adversely affect our business operations, financial condition and results of operations by decreasing availability of or increasing the costs of products and services, increasing compliance and operational costs and creating volatility and disruption to the global supply chain.

Continuing political and social attention to the issue of climate change has resulted in both existing and pending international agreements and national, regional, or local legislation and regulatory measures to limit greenhouse gas emissions, such as cap and trade regimes, carbon taxes, restrictive permitting, increased fuel efficiency standards, and incentives or mandates for renewable energy, as well as legal and regulatory requirements requiring certain climate-related disclosures, and pressure from shareholders, ratings agencies, state agencies, the SEC, and other third parties to make various climate-related disclosures. We may also be subject to additional and more complex reporting requirements in the future relating to climate change.

Developments in climate change regulations are evolving, which may result in higher regulatory, compliance, credit, and reputational risks and costs. For example, the State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on companies doing business in California, including us. The SEC has also adopted rulemaking on climate change disclosures that could significantly increase compliance burdens and associated regulatory costs and complexity. Such measures have subjected us, and may subject our suppliers, to additional costs and restrictions and require significant operating and capital expenditures.

Increasing scrutiny and evolving expectations from customers, suppliers, regulators, investors, and other stakeholders with respect to our environmental, social and governance (“ESG”) practices may impose additional costs on us or expose us to new or additional risks.

Companies are facing increasing scrutiny from regulators, investors, customers, suppliers, and other stakeholders related to their ESG practices. Investor advocacy groups, investment funds and influential investors are increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights. Also, customers and suppliers may impose ESG-related requirements as a condition to doing business with us. Increased ESG-related compliance costs could increase our overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or other stakeholder expectations and standards, or our failure to meet our own ESG-related targets or goals that we publish, could negatively impact our reputation and our stock price. Similarly, our inability to meet any ESG-related conditions

37

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

Risks Related to Healthcare, Health Information Technology and Data Privacy Laws and Regulations

The healthcare industry is highly regulated. Any material changes in the political, economic or regulatory environment that affect the GPO business or the purchasing practices and operations of healthcare organizations, or that lead to consolidation in the healthcare industry, could reduce the funds available to providers to purchase our products and services or otherwise require us to modify our services.

Our business, financial condition and results of operations depend upon conditions affecting the healthcare industry generally and hospitals and health systems particularly, as well as our ability to increase the number of programs and services that we sell to our members and other customers. The healthcare industry is highly regulated by federal and state authorities and is subject to changing political, economic and regulatory influences. Factors such as changes in reimbursement policies for healthcare expenses, consolidation in the healthcare industry, regulation, litigation and general economic conditions affect the purchasing practices, operations and the financial health of healthcare organizations. In particular, changes in regulations affecting the healthcare industry, such as increased regulation of the purchase and sale of medical products, tariffs, new quality measurement and payment models, data privacy and security, government price controls, modification or elimination of applicable regulatory safe harbors, regulation of third-party administrators or restrictions on permissible discounts and other financial arrangements, could require us to make unplanned modifications of our products and services, result in delays or cancellations of orders or reduce funds and demand for our products and services.

The Patient Protection and Affordable Care Act, or ACA, designed to expand access to affordable health insurance, control healthcare spending and improve healthcare quality, set the industry moving in a clear direction on access to health insurance, payment, quality and cost management. In addition, many states have adopted or are considering changes in healthcare laws or policies in part due to state budgetary shortfalls.

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

If we fail to comply with complex federal and state laws and regulations governing financial relationships among healthcare providers and submission of false or fraudulent claims to government healthcare programs, we may be subject to civil and criminal penalties or loss of eligibility to participate in government healthcare programs.

Anti-Kickback Regulations

We are subject to federal and state laws and regulations designed to protect patients, government healthcare programs and private health plans from fraudulent and abusive activities. These laws include anti-kickback restrictions and laws prohibiting the submission of false or fraudulent claims. These laws are complex, and their application to our specific products, services and relationships may not be clear and may be applied to our business in ways that we do not anticipate. Federal and state regulatory and law enforcement authorities have over time increased enforcement activities with respect to Medicare and Medicaid fraud, waste and abuse regulations and other reimbursement laws and rules. From time to time, we and others in the healthcare industry have received inquiries or requests to produce documents in connection with such activities. We could be required to expend material time and resources to comply with these requests, and the attention of our management team could be diverted to these efforts. Furthermore, if we are found to be in violation of any federal or state fraud, waste and abuse laws, we could be subject to civil and criminal penalties and we could be excluded from participating in federal and state healthcare programs such as Medicare and Medicaid. The occurrence of any of these events could materially harm our business, financial performance and financial condition.

Provisions in Title XI of the Social Security Act, commonly referred to as the federal Anti-Kickback Statute, prohibit the knowing and willful offer, payment, solicitation or receipt of remuneration, directly or indirectly, in return for the referral of patients or arranging for the referral of patients, or in return for the recommendation, arrangement, purchase, lease or order of items or services that are covered, in whole or in part, by a federal healthcare program such as Medicare or Medicaid. The definition of “remuneration” has been broadly interpreted to include anything of value such as gifts, discounts, rebates, waiver of payments or providing anything at less than its fair market value. Many states have adopted similar prohibitions against

38

kickbacks and other practices that are intended to influence the purchase, lease or ordering of healthcare items and services regardless of whether the item or service is covered under a governmental health program or private health plan. Although certain statutory and regulatory safe harbors exist, these safe harbors are narrow and often difficult to comply with. Congress has appropriated an increasing amount of funds in recent years to support enforcement activities aimed at reducing healthcare fraud, waste and abuse. We operate our group purchasing services, pricing discount arrangements with suppliers, and revenue share arrangements with applicable members in reliance on certain of these safe harbors. We cannot assure you that our arrangements will be protected by such safe harbors or that such increased enforcement activities will not directly or indirectly have an adverse effect on our business, financial condition or results of operations. Any determination by a state or federal agency that any of our activities violate any of these laws could subject us to civil or criminal penalties, could require us to change or terminate some portions of our operations or business or could disqualify us from providing services to healthcare providers doing business with government programs and, thus, could have a material adverse effect on our business, financial condition and results of operations.

CMS has provided specific guidance on the proper treatment on Medicare cost reports of revenue distributions received from GPOs, including us. To assist our members that report their costs to Medicare to comply with these guidelines, such members are required under the terms of the Premier Group Purchasing Policy to appropriately reflect all elements of value received in connection with our IPO, including under agreements entered into in connection therewith, on their cost reports. We furnish applicable reports to such members setting forth the amount of such value, to assist their compliance with such cost reporting requirements. Any determination by a state or federal agency that the provision of such elements of value violate any of these laws could subject us to civil or criminal penalties, could require us to change or terminate some portions of our operations or business, or could disqualify us from providing services to healthcare providers doing business with government programs, and, thus could have a material adverse effect on our business, financial condition and results of operations.

There is no safe harbor to the Anti-Kickback Statute that is applicable in its entirety across all of the agreements with our members, and no assurance can be given that the U.S. Department of Health and Human Services, or HHS, Office of Inspector General (which administers the Anti-Kickback Statute) or other regulators or enforcement authorities will agree with our assessment. Any determination by a state or federal agency that the terms, agreements and related communications with members, or our relationships with our members violates the Anti-Kickback Statute or any other federal or state laws could subject us to civil or criminal penalties, could require us to change or terminate some portions of our operations or business and could disqualify us from providing services to healthcare providers doing business with government programs and, thus, result in a material adverse effect on our business, financial condition and results of operations.

False Claims Regulations

Our business is also subject to numerous federal and state laws that forbid the submission or “causing the submission” of false or fraudulent information or the failure to disclose information in connection with the submission and payment of claims for reimbursement to Medicare, Medicaid, other federal healthcare programs or private health plans. In particular, the False Claims Act, or FCA, prohibits a person from knowingly presenting or causing to be presented a false or fraudulent claim for payment or approval by an officer, employee or agent of the U.S. In addition, the FCA prohibits a person from knowingly making, using, or causing to be made or used a false record or statement material to such a claim. Violations of the FCA may result in treble damages, material monetary penalties and other collateral consequences, potentially including exclusion from participation in federally funded healthcare programs. The minimum and maximum per claim monetary damages for FCA violations occurring on or after November 2, 2015 and assessed after February 12, 2024 are from $13,946 to $27,894 per claim, respectively, and will be periodically readjusted for inflation. If enforcement authorities find that we have violated the FCA, such violations could have a material adverse effect on our business, financial condition and results of operations. Pursuant to the ACA, a claim that includes items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA.

These laws and regulations may change rapidly and it is unclear how they apply to various aspects of our business. Errors created by our products or consulting services that relate to entry, formatting, preparation or transmission of claim or cost report information by our members may be determined or alleged to be in violation of these laws and regulations. Any failure of our businesses or our products or services to comply with these laws and regulations, or the assertion that any of our relationships with suppliers or members violated the Anti-Kickback Statute and therefore caused the submission of false or fraudulent claims, could (i) result in substantial civil or criminal liability, (ii) adversely affect demand for our services, (iii) invalidate all or portions of some of our member contracts, (iv) require us to change or terminate some portions of our business, (v) require us to refund portions of our services fees, (vi) cause us to be disqualified from serving members doing business with government payers, and (vii) have a material adverse effect on our business, financial condition and results of operations.

39

ERISA Regulatory Compliance

As a threshold matter, the obligation for compliance with the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), the Internal Revenue Code (the “Code”), the ACA, the Heath Insurance Portability and Accountability Act (together with its amendments related to the Health Information Technology for Economic and Clinical Health Act, “HIPAA”), the Mental Health Parity and Addiction Equity Act, the Newborns’ and Mothers’ Health Protection Act, the Women’s Health and Cancer Rights Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Genetic Information Nondiscrimination Act of 2008, and other laws governing self-funded group health plans (collectively “Employee Benefit Laws”) generally rests with our clients as plan sponsors to whom we provide third-party administrative (“TPA”) services. That is, employers/clients that sponsor group health plans generally bear the obligation of complying with Employee Benefit Laws, rather than entities, like us, that provide TPA services related to the group health plans. In certain cases, however, TPAs to ERISA plans can become “co-fiduciaries” with their clients and, therefore, can be liable for ERISA compliance in a limited capacity. We could become a co-fiduciary either by (1) entering a contractual obligation to be an ERISA fiduciary or (2) by acting as an ERISA fiduciary based on functions performed. Under ERISA, fiduciary status flows from actions, and TPAs who exercise certain functions, including any discretionary authority or discretionary responsibility over plan administration or exercise any authority or control with respect to management or disposition of plan assets are generally “functional fiduciaries” with respect to (and limited to) the functions performed by the TPA that trigger fiduciary status.

We undertake no express liability under ERISA for our clients’ ERISA-governed plans in our template contracts, and we generally do not act in fiduciary with respect to our clients’ ERISA-governed plans. However, deviations from this standard language contained in final contracts could subject us to liability for breaches of fiduciary duty under ERISA (and related claims, such as ERISA prohibited transactions).

If current or future antitrust laws and regulations are interpreted or enforced in a manner adverse to us or our business, we may be subject to enforcement actions, penalties and other material limitations on our business.

We are subject to federal and state laws and regulations designed to protect competition which, if enforced in a manner adverse to us or our business, could have a material adverse effect on our business, financial condition and results of operations. Over the last decade or so, the group purchasing industry has been the subject of multiple reviews and inquiries by the U.S. Senate and its members with respect to antitrust laws. Additionally, the U.S. Government Accountability Office, or GAO, has published several reports examining GPO pricing, contracting practices, activities and fees. We and several other operators of GPOs have responded to GAO inquiries in connection with the development of such reports. Most recently, on February 14, 2024, the U.S. Federal Trade Commission (“FTC”) and the U.S. Department of Health and Human Services issued a joint Request For Information (“RFI”) for submission of comments regarding the impact of GPOs and wholesale drug distributors on access to generic pharmaceuticals. The comment period for the RFI expired on May 30, 2024. No assurance can be given regarding any further inquiries or actions arising or resulting from these comments, policy initiatives, examinations and reports, or any related impact on our business, financial condition or results of operations.

Congress, the U.S. Department of Justice, the FTC, the U.S. Senate or another state or federal entity could at any time open a new investigation of the group purchasing industry, or develop new rules, regulations or laws governing the industry, that could adversely impact our ability to negotiate pricing arrangements with suppliers, increase reporting and documentation requirements, or otherwise require us to modify our arrangements in a manner that adversely impacts our business, financial condition and results of operations. We may also face private or government lawsuits alleging violations arising from the concerns articulated by these governmental factors or alleging violations based solely on concerns of individual private parties.

If we are found to be in violation of the antitrust laws, we could be subject to significant civil and criminal penalties or damages. The occurrence of any of these events could materially harm our business, financial condition and results of operations.

Complex international, federal and state privacy laws, as well as security and breach notification laws, may increase the costs of operation and expose us to civil and criminal government sanctions and third-party civil litigation.

We must comply with extensive federal and state requirements regarding the use, retention, security and re-disclosure of patient/beneficiary healthcare information. The Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations, which we refer to collectively as “HIPAA,” contain substantial restrictions and complex requirements with respect to the use and disclosure of “Protected Health Information” as defined by HIPAA. The HIPAA Privacy Rule prohibits a covered entity or a business associate from using or disclosing Protected Health Information unless the use or disclosure is validly authorized by the individual or is specifically required or permitted under the HIPAA Privacy Rule and only if certain complex requirements are met. The HIPAA Security Rule establishes administrative, organizational, physical and technical safeguards to protect the privacy, integrity and availability of electronic Protected Health Information maintained or transmitted by covered entities and

40

business associates. The HIPAA Breach Notification Rule requires that covered entities and business associates, under certain circumstances, notify patients/beneficiaries and HHS when there has been an improper use or disclosure of Protected Health Information.

Our self-funded health benefit plan for our employees, the Premier, Inc. Health & Welfare Plan, our healthcare provider members, Performance Services customers, and health plan clients are directly regulated by HIPAA as “covered entities.” Most of our hospital members/customers and health plan clients disclose Protected Health Information to us so that we may provide payment and operations services. Accordingly, we are a “business associate” of those covered entities and are required to protect such Protected Health Information under HIPAA.

Any failure or perceived failure of our products or services to meet HIPAA standards and related regulatory requirements could expose us to certain notification, penalty and/or enforcement risks, damage our reputation, adversely affect demand for our products and services and/or force us to expend material capital, research and development and/or other resources to modify our products or services to ensure compliance with HIPAA.

In addition to our obligations under HIPAA, there are other federal and state laws that include specific privacy and security obligations, above and beyond HIPAA, for certain types of health information and/or personally identifiable information and may expose us to additional sanctions and penalties. All 50 states, the District of Columbia, Guam, Puerto Rico and the Virgin Islands have enacted various types of legislation requiring the protection of personally identifiable information and/or notice to individuals of security breaches of their identifiable information. Organizations must review each state’s definitions, mandates and notification requirements and timelines to appropriately prepare and notify affected individuals and government agencies, including the attorney general in many states, in compliance with such state laws. Further, most states have enacted patient and/or beneficiary confidentiality laws that protect against the disclosure of confidential medical information, and many states have adopted or are considering adopting further legislation in this area, including privacy safeguards, security standards and special rules for so-called “sensitive” health information, such as mental health, genetic testing results, HIV status and biometric data. These state laws, if more stringent than HIPAA requirements, are not preempted by the federal requirements, and we are required to comply with them as well. The federal government also regulates the confidentiality of substance use disorder treatment records. These regulations, promulgated under 42 C.F.R. Part 2, apply to federally supported substance use disorder treatment programs and lawful holders of substance use disorder treatment records that originated from such programs. For some aspects of our business, we may be considered a lawful holder of treatment records protected under 42 C.F.R. Part 2 and therefore have responsibilities to protect substance use disorder treatment records in ways that go beyond the HIPAA requirements.

Data privacy laws and regulations are constantly evolving and can be the subject of significant change and/or interpretative application, and new laws and regulations continue to be proposed on both the state and national level. States continue to pass personal information privacy laws protecting their resident consumers’ data and affording individual rights, such as access, deletion and prevention of certain types of uses and disclosures of their personally identifiable information. These laws vary state-by-state and organizations must review each state’s definitions and requirements to ensure compliance. Currently, various states, including California, Colorado, Connecticut, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nevada, New Hampshire, New Jersey, Oregon, Tennessee, Texas, Utah, Vermont, Virginia and Washington have passed consumer privacy laws, while other states consider similar bills. While most data accessed or used by Premier is governed by HIPAA and is therefore exempt from many of the state consumer privacy laws, various areas of Premier (such as marketing and human resources) may access or use data that may fall under one or more state consumer privacy laws. Also, in April 2024, the U.S. Congress released a discussion draft of a national privacy bill with bipartisan and bicameral support, known as the American Privacy Rights Act (“APRA”). APRA would enact new customer data protections with respect to sensitive data, such as health, biometric and genetic data, and would impose new compliance obligations with respect to such data.

We are unable to predict what changes to HIPAA or other federal or state laws or regulations might be made in the future, what new laws or regulations may be enacted in the future, or how those changes or new laws or regulations could affect the demand for our products and services, our business or the associated costs of compliance.

Failure to comply with any of the international, federal and state standards regarding individuals’ data rights privacy, identity theft prevention and detection and data security may subject us to penalties, including civil monetary penalties and, in some circumstances, criminal penalties. In addition, such failure may materially injure our reputation and adversely affect our ability to retain and attract new members or customers and, accordingly, adversely affect our financial performance.

41

Requirements related to the interoperability of health information technology promulgated by the Office of the National Coordinator for Health Information Technology and enforced by the HHS Office of Inspector General could increase the costs of operation and expose us to civil government sanctions.

On May 1, 2020, the Office of the National Coordinator (“ONC”) for Health Information Technology promulgated final regulations under the authority of the 21st Century Cures Act (“ONC Rules”) which imposed conditions to obtaining and maintaining certification of certified health information technology and prohibited certain actors - developers of certified health information technology, health information networks, health information exchanges and healthcare providers - from engaging in activities that are likely to interfere with the access, exchange or use of electronic health information (information blocking). Under ONC Rules, certain exceptions to these considerations are permitted for certain activities, even though they may have the effect of interfering with the access, exchange or use of electronic health information. The information subject to the information blocking restrictions is limited to electronic individually identifiable health information to the extent that it would be included in a designated record set. In June 2023, the HHS Office of Inspector General released a final rule that incorporated civil monetary penalties of up to $1.0 million per violation against developers of certified health information technology, health information networks or health information exchanges for activities that constitute information blocking that occur after September 1, 2023.

Under the ONC Rules, we are considered a “health IT developer” because of the government certifications we hold in our TheraDoc and eCQM solutions. As such, we have evaluated and assessed the applicability of the ONC Rules to our TheraDoc and eCQM solutions, and we have determined that the ONC Rules currently do not apply to the data we hold on TheraDoc and eCQM solutions because the data is not part of any designated record set. Further, our customers contractually agree that the data that we maintain and process on behalf of our customers does not qualify as a designated record set. We will continue to assess our products and services to discern whether or not they fall under the purview of the ONC Rules. Any application of ONC Rules or similar regulations to our business could adversely affect our financial results by increasing our compliance and operating costs, slowing our time to market for our solutions, and making it uneconomical to offer some products.

If we or our suppliers fail to comply with applicable Food and Drug Administration (“FDA”) laws and regulations with respect to certain products sold by our direct sourcing business or if any of our software applications causes it to be regulated as a medical device, we may not be able to market these products and related services and may be subject to stringent penalties, product restrictions or recall.

Because certain of the products that we market and sell through our direct sourcing business are considered medical devices, our suppliers must comply with FDA requirements in the production, and we must comply with FDA regulations in the marketing and post-market monitoring of these products. These products have in the past and may in the future be subject to penalties, product restrictions or recall if we or our suppliers fail to comply with FDA requirements. In addition, the FDA has the authority to regulate products that meet the definition of a medical device under the Federal Food, Drug, and Cosmetic Act. To the extent that functionality or intended use in one or more of our current or future software products causes it to be regulated as a medical device under existing or future FDA laws or regulations, including the 21st Century Cures Act, which addresses, among other issues, the patient safety concerns generated by cybersecurity risks to medical devices and the interoperability between medical devices, we could be required to register these software product(s) with the FDA and undergo the applicable regulatory clearance or approval process, which may require us to conduct clinical trials. There is risk that a software product that is considered a medical device may not be authorized by the FDA or that we may not be able to market the software product during the FDA review process. In addition, registering a software product with the FDA can be a costly and timely endeavor, creating additional regulatory scrutiny for the Company, as well as additional compliance requirements with FDA laws, regulations and guidance. Even after regulatory authorization, additional regulatory review may be required if a material change is made to a device. Any application of FDA regulations to our business could therefore adversely affect our financial results by increasing our operating costs, slowing our time to market for regulated software products, subjecting us to additional government oversight and regulatory inspections and making it uneconomical to offer those software products.

Legal and Tax-Related Risks

We are subject to litigation from time to time, which could have a material adverse effect on our business, financial condition and results of operations.

We participate in businesses and activities that are subject to substantial litigation. We are from time to time involved in litigation, which may include claims relating to contractual disputes, product liability, torts or personal injury, employment, antitrust, intellectual property or other commercial or regulatory matters. Additionally, if current or future government regulations are interpreted or enforced in a manner adverse to us or our business, specifically those with respect to antitrust or healthcare laws, we may be subject to enforcement actions, penalties, damages and other material limitations on our business.

42

Furthermore, as a public company, we may become subject to stockholder inspection demands under Delaware law, and derivative or other similar litigation that can be expensive, divert human and financial capital to less productive uses, and benefit a limited number of stockholders rather than stockholders at large. For example, as described in Part I, Item III of this Annual Report, the August 2020 Restructuring resulted in (i) the announcement of several investigations by private law firms of possible securities law violations; (ii) stockholder inspection demands seeking to investigate possible breaches of fiduciary duties; and (iii) the filing of a stockholder derivative complaint on March 4, 2022, captioned City of Warren General Employees’ Retirement System v. Michael Alkire, et al., Case No. 2022-0207-JTL. The complaint, purportedly brought on behalf of Premier, was filed in the Delaware Court of Chancery against our current and former Chief Executive Officers and current and certain former directors. We were named as a nominal defendant in the complaint. This matter was settled in June 2024.

From time to time, we have been named as a defendant in class action antitrust lawsuits brought by suppliers or purchasers of medical products. Typically, these lawsuits have alleged the existence of a conspiracy among manufacturers of competing products, distributors and/or operators of GPOs, including us, to deny the plaintiff access to a market for certain products, to raise the prices for products and/or to limit the plaintiff’s choice of products to buy. No assurance can be given that we will not be subjected to similar actions in the future or that any such existing or future matters will be resolved in a manner satisfactory to us or which will not harm our business, financial condition or results of operations.

We may become subject to additional litigation or governmental investigations in the future. These claims may result in material defense costs or may compel us to pay material fines, judgments or settlements, which, if uninsured, could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, certain litigation matters could adversely impact our commercial reputation, which is critical for attracting and retaining customers, suppliers and member participation in our GPO programs. Further, stockholder and other litigation may result in adverse investor perception of our company, negatively impact our stock price and increase our cost of capital.

Failure to protect our intellectual property and claims against our use of the intellectual property of third parties could cause us to incur unanticipated expense and prevent us from providing our products and services, which could adversely affect our business, financial condition and results of operations.

Our success depends in part upon our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including trade secrets, copyrights and trademarks, as well as customary contractual and confidentiality protections and internal policies applicable to employees, contractors, members, customers and business partners. These protections may not be adequate, however, and we cannot assure you that they will prevent misappropriation of our intellectual property. In addition, parties that gain access to our intellectual property might fail to comply with the terms of our agreements and policies and we may not be able to enforce our rights adequately against these parties. The disclosure to, or independent development by, a competitor of any trade secret, know-how or other technology not protected by a patent could materially and adversely affect any competitive advantage we may have over such competitor. The process of enforcing our intellectual property rights through legal proceedings would likely be burdensome and expensive and our ultimate success cannot be assured. Our failure to adequately protect our intellectual property and proprietary rights could adversely affect our business, financial condition and results of operations.

In addition, we could be subject to claims of intellectual property infringement, misappropriation or other intellectual property violations as our applications’ functionalities overlap with competitive products, and third parties may claim that we do not own or have rights to use all intellectual property used in the conduct of our business or acquired by us. We could incur substantial costs and diversion of management resources defending any such claims. Furthermore, a party making a claim against us could secure a judgment awarding substantial damages as well as injunctive or other equitable relief that could effectively block our ability to provide products or services. Such claims also might require indemnification of our members or other customers at material expense.

A number of our contracts with our members or other customers contain indemnity provisions whereby we indemnify them against certain losses that may arise from third-party claims that are brought in connection with the use of our products.

Our exposure to risks associated with the protection and use of intellectual property may be increased as a result of acquisitions, as we have limited visibility into the development process of acquired entities or businesses with respect to their technology or the care taken by acquired entities or businesses to safeguard against infringement risks. In addition, third parties may make infringement and similar or related claims after we have acquired technology that had not been asserted prior to our acquisition thereof.

43

Our products and services are subject to gross receipt taxes in some states, and an increase in those taxes or the imposition of additional gross receipt or sales and use taxes on our products and services in other states could have a material adverse effect on our business, financial condition or results of operations.

Certain states impose a gross receipts tax on administrative fees we collect in connection with our GPO programs. If the amount of gross receipts taxes that we have to pay were to materially increase, either because a gross receipts tax was imposed by more states and/or at a higher tax rate than currently applicable, the profitability of our GPO programs could be materially and adversely affected as these amounts are not directly passed through to our customers. We do not pay or collect any sales and use or similar taxes in any states based on our belief that our products and services are not subject to such taxes in any states. If we were to become obligated to collect sales and use taxes in any states in connection with our GPO programs, the imposition of these taxes could also harm our business by potentially leading to a decrease in sales and the profitability of our GPO programs. Our business could similarly be harmed if states seek to impose gross receipts or sales and use taxes on a broader range of products and services than those currently so taxed, including products and services sold online.

The imposition by states of indirect taxes, such as gross receipts taxes and sales and use taxes, is a complex and evolving issue. The laws and regulations governing these taxes vary materially by tax jurisdiction and are subject varying and changing interpretations. Their applicability to our products and services requires significant judgment on an ongoing basis. Taxing authorities in states where we do not pay gross receipts taxes and do not collect sales and use taxes on our products and services could assert that such taxes are applicable.

We cannot assure you that we will not be subject to gross receipts or sales and use taxes in states where we currently believe no such taxes are required. We have previously identified certain jurisdictions where we now believe we may have been obligated to, but did not pay gross receipts taxes and are taking steps necessary to remediate those deficiencies. A successful assertion by one or more taxing authorities that we should pay gross receipts taxes or collect sales and use or other taxes on sales we have deemed nontaxable could result in tax liabilities for past and future sales, decrease our ability to compete and otherwise harm our business.

Liability for past taxes may also include substantial interest and penalty charges as well as audit defense costs. If we are required to collect and pay back taxes (and any associated interest and penalties) and if our members fail or refuse to reimburse us for all or a portion of these amounts, we will have incurred unplanned costs that may be substantial. Moreover, imposition of such taxes on our services going forward could effectively increase the cost of such services to our members and may adversely affect our ability to retain existing members or to gain new members in the areas in which such taxes are imposed.

Changes in tax laws could materially impact our effective tax rate, income tax expense, anticipated tax benefits, deferred tax assets, cash flows and profitability.

Continued economic and political conditions in the U.S. could result in changes in U.S. tax laws beyond those enacted in connection with the Tax Cuts and Jobs Act (“TCJA”) on December 22, 2017 and the Coronavirus Aid, Relief, and Economic Security Act (“CARES”) on March 27, 2020. Further changes to U.S. tax laws could impact how U.S. corporations are taxed. Although we cannot predict whether or in what form such changes will pass, if enacted into law, they could have a material impact on our effective tax rate, income tax expense, ability to fully realize anticipated tax benefits that correspond to our fixed payment obligations associated with the acceleration of our tax receivable agreement, deferred tax assets, results of operations, cash flows and profitability.

A loss of a major tax dispute could result in a higher tax rate on our earnings, which could result in a material adverse effect on our financial condition and results of operations.

Income tax returns that we file are subject to review and examination. We recognize the benefit of income tax positions we believe are more likely than not to be sustained upon challenge by a tax authority. If any tax authority successfully challenges our positions or if we lose a material tax dispute, our effective tax rate on our earnings could increase substantially and result in a material adverse effect on our financial condition.

44

Risks Related to Our Corporate Structure

Payments required under the Unit Exchange and Tax Receivable Acceleration Agreements (the “Unit Exchange Agreements”) entered into in connection with the August 2020 Restructuring will continue to reduce the amount of overall cash flow that would otherwise be available to us. In addition, we may not be able to realize all or a portion of the expected tax benefits that correspond to our fixed payment obligations associated with the August 2020 early termination and acceleration of the then-existing Tax Receivable Agreement (“TRA”) with certain member-owners pursuant to the Unit Exchange Agreements.

We entered into the Unit Exchange Agreements in July 2020, with a substantial majority of our member-owners. Pursuant to the terms of the Unit Exchange Agreements, we elected to terminate the then-existing TRA with those member-owners upon payment to those member-owners of the discounted present value of the tax benefit payments otherwise owed to them over a 15-year period under the TRA. As a result of the acceleration and termination of the TRA, we agreed to pay our member-owners approximately $472.6 million in aggregate. Of that amount, an aggregate of $101.5 million remains payable in equal quarterly installments through the quarter ending June 30, 2025. Due to the payments required under the Unit Exchange Agreements, our overall cash flow and discretionary funds will be reduced, which may limit our ability to execute our business strategies or deploy capital for preferred use. In addition, if we do not have available capital on hand or access to adequate funds to make these required payments, our financial condition would be materially adversely impacted.

The payments required upon termination of the TRA are based upon the present value of all forecasted future payments that would have otherwise been made under the TRA. These payments are fixed obligations of ours and could ultimately exceed the actual tax benefits that we realize. Additionally, if our actual taxable income were insufficient or there were adverse changes in applicable law or regulations, we may be unable to realize all or a portion of these expected benefits and our cash flows and stockholders’ equity could be negatively affected.

Our certificate of incorporation and bylaws and provisions of Delaware law may discourage or prevent strategic transactions, including a takeover of our company, even if such a transaction would be beneficial to our stockholders.

Provisions contained in our certificate of incorporation and bylaws and provisions of the Delaware General Corporation Law, or DGCL, could delay or prevent a third party from entering into a strategic transaction with us, even if such a transaction would benefit our stockholders. For example, our certificate of incorporation and bylaws:

•divide our Board of Directors into three classes with staggered three-year terms, which may delay or prevent a change of our management or a change in control;

•authorize our Board of Directors to issue “blank check” preferred stock in order to increase the aggregate number of outstanding shares of capital stock and thereby make a takeover more difficult and expensive;

•do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

•do not permit stockholders to take action by written consent;

•provide that special meetings of the stockholders may be called only by or at the direction of the Board of Directors, the chair of our Board of Directors or the chief executive officer;

•require advance notice to be given by stockholders of any stockholder proposals or director nominees;

•require a super-majority vote of the stockholders to amend our certificate of incorporation; and

•allow our Board of Directors to make, alter or repeal our bylaws but only allow stockholders to amend our bylaws upon the approval of 662/3% or more of the voting power of all of the outstanding shares of our capital stock entitled to vote.

In addition, we are subject to the provisions of Section 203 of the DGCL which limits, subject to certain exceptions, the right of a corporation to engage in a business combination with a holder of 15% or more of the corporation’s outstanding voting securities or certain affiliated persons.

These restrictions could limit stockholder value by impeding the sale of our company and discouraging potential takeover attempts that might otherwise be financially beneficial to our stockholders.

45

Risks Related to Our Capital Structure, Liquidity and Class A Common Stock

We may not realize anticipated benefits of our share repurchase authorization, and failure to fully utilize the authorization after its announcement may negatively impact the price of our Class A common stock.

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

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

Repurchasing our Class A common stock reduces the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or investments, other business opportunities, and other general corporate projects. We may need to use borrowings under our existing credit facility to consummate further share repurchases.

We may need to obtain additional financing which may not be available or may be on unfavorable terms and result in dilution to, or a diminution of the rights of, our stockholders and cause a decrease in the price of our Class A common stock.

We may need to raise additional funds in order to, among other things:

•finance unanticipated working capital requirements;

•develop or enhance our technological infrastructure and our existing products and services;

•fund strategic relationships;

•comply with new laws, regulations, rules or judicial orders;

•respond to competitive pressures; and/or

•acquire complementary businesses, assets, technologies, products or services.

Additional financing may not be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, our ability to fund our growth strategy, repurchase shares of Class A common stock under our share repurchase program, take advantage of unanticipated opportunities, develop or enhance technology or services or otherwise respond to competitive pressures would be materially limited. If we raise additional funds by issuing equity or convertible debt securities, our then-existing stockholders may be diluted and holders of these newly issued securities may have rights, preferences or privileges senior to those of our then-existing stockholders. The issuance of these securities may cause a material decrease in the trading price of our Class A common stock or the value of your investment in us.

Our inability to refinance or replace our existing credit facility at or before maturity could have a material adverse effect on our ability to fund our ongoing cash requirements. Current or future indebtedness could adversely affect our business and our liquidity position.

We have a five-year $1 billion unsecured revolving credit facility (the “Credit Facility”), with a maturity date of December 12, 2027. As of June 30, 2024, there were no borrowings outstanding under the Credit Facility. Our ability to refinance or replace our Credit Facility at or before maturity or do so on acceptable terms could have a material adverse effect on our ability to fund our ongoing working capital requirements, business strategies, acquisitions and related business investments, future cash dividend payments, if any, or repurchases of Class A common stock under any then-existing or future stock repurchase programs, if any.

46

Our indebtedness may increase from time to time in the future for various reasons, including fluctuations in operating results, capital expenditures and potential acquisitions. Any indebtedness we incur and restrictive covenants contained in the agreements related thereto could:

•make it difficult for us to satisfy our obligations, including making interest payments on our other debt obligations;

•limit our ability to obtain additional financing to operate our business;

•require us to dedicate a substantial portion of our cash flow to payments on our debt, reducing our ability to use our cash flow to fund capital expenditures and working capital and other general operational requirements;

•limit our flexibility to execute our business strategy and plan for and react to changes in our business and the healthcare industry;

•place us at a competitive disadvantage relative to some of our competitors that have less debt than us;

•limit our ability to pursue acquisitions; and

•increase our vulnerability to general adverse economic and industry conditions, including changes in interest rates or a downturn in our business or the economy.

The occurrence of any one of these events could cause us to incur increased borrowing costs and thus have a material adverse effect on our cost of capital, business, financial condition and results of operations or cause a material decrease in our liquidity and impair our ability to pay amounts due on our indebtedness.

Our Credit Facility contains, among other things, restrictive covenants that will limit our and our subsidiaries’ ability to finance future operations or capital needs or to engage in other business activities. The Credit Facility restricts, among other things, our ability and the ability of our subsidiaries to incur additional indebtedness or issue guarantees, create liens on our assets, make distributions on or redeem equity interests, make investments, transfer or sell properties or other assets, and engage in mergers, consolidations or acquisitions. Furthermore, the Credit Facility includes cross-default provisions and requires us to meet specified financial ratios and tests. In addition, any debt securities we may issue or indebtedness we incur in the future may have similar or more restrictive financial or operational covenants that may limit our ability to execute our business strategies or operate our Company.

Our quarterly revenues and results of operations have fluctuated in the past and may continue to fluctuate in the future, which could adversely affect the value of our Class A common stock, our revenues and our liquidity.

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

•our ability to offer new and innovative products and services;

•regulatory changes, including changes in healthcare laws;

•unforeseen legal expenses, including litigation and settlement costs;

•the purchasing and budgeting cycles of our members and other customers;

•the lengthy sales cycles for our products and services, which may cause material delays in generating revenues or an inability to generate revenues;

•pricing pressures with respect to our future sales;

•the timing and success of new product and service offerings by us or by our competitors;

•fluctuations in customer demand for enterprise licenses or SaaS-based subscriptions to our analytics technology; and the timing of enterprise analytics license agreements;

•member decisions regarding renewal or termination of their contracts and the timing of these decisions, especially those involving our larger member relationships;

•the amount and timing of costs related to the maintenance and expansion of our business, operations and infrastructure;

•the amount and timing of costs related to the development, adaptation, acquisition, or integration of acquired technologies or businesses;

•the financial condition of our current and potential new members and other customers;

•general economic and market conditions and economic conditions specific to the healthcare industry;

•the amount and timing of any write-offs of impaired assets recorded in connection with acquisitions and investments;

•the amount and timing of expenses related to significant, unusual or discrete events, which are recorded in the period in which the events occur, including litigation or other dispute-related settlement payments;

47

•technical difficulties or interruptions in our services; and

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

Our quarterly results of operations may vary materially in the future and period-to-period comparisons of our results of operations may not be meaningful. You should not rely on the results of one quarter as an indication of future performance. If our quarterly results of operations fall below the expectations of securities analysts or investors, the price of the Class A common stock could decline substantially. In addition, any adverse impacts on the Class A common stock may harm the overall reputation of our organization, cause us to lose members or customers and impact our ability to raise additional capital in the future.

If we fail to maintain an effective system of integrated internal controls, we may not be able to report our financial results accurately, we may determine that our prior financial statements are not reliable, or we may be required to expend material financial and personnel resources to remediate any weaknesses, any of which could have a material adverse effect on our business, financial condition and results of operations.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be evaluated frequently. Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls and attestations of the effectiveness of internal controls by independent auditors. Maintaining effective internal controls has been and will continue to be costly and may divert management’s attention.

We have identified material weaknesses in our internal controls over financial reporting in the past. Our future evaluation of our internal controls over financial reporting may identify additional material weaknesses that may cause us to (i) be unable to report our financial information on a timely basis or (ii) determine that our previously issued financial statements should no longer be relied upon because of a material error in such financial statements, and thereby result in adverse regulatory consequences, including sanctions by the SEC, violations of NASDAQ listing rules or stockholder litigation. In the event that we identify a material weakness in our internal control over financial reporting that resulted in an error in previously-reported financial statements, we may need to amend such financial statements, and we would be required to implement a remediation plan to address the identified weakness, which would likely result in our expending material financial and personnel resources. The occurrence of such events could result in a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements, could materially adversely affect our business, financial condition and results of operations and could also lead to a decline in the price of our Class A common stock.

There can be no assurance we will pay dividends on our Class A common stock at current levels or at all, and failure to pay any such dividends could have a material adverse impact on our stock price and your investment in Premier.

Since September 2020, we have paid quarterly cash dividends on our Class A common stock. The continued payment of dividends and the rate of any such dividends will be at the discretion of our Board of Directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated capital requirements and cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends. If we cease paying dividends, we could experience a material adverse impact on our stock price and your investment could materially decline, and as a result, capital appreciation in the price of our Class A common stock, if any, may be your only source of gain on an investment in our Class A common stock.

Our future issuance of common stock, preferred stock, limited partnership units or debt securities could have a dilutive effect on our common stockholders and adversely affect the market value of our Class A common stock.

In the future, we could issue a material number of shares of Class A common stock, which could dilute our existing stockholders materially and have a material adverse effect on the market price for the shares of our Class A common stock. Furthermore, the future issuance of shares of preferred stock with voting rights may adversely affect the voting power of our common stockholders, either by diluting the voting power of our common stock if the preferred stock votes together with the common stock as a single class or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our common stock. The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our Class A common stock by making an investment in the Class A common stock less attractive. In addition to potential equity issuances described above, we also may issue debt securities that would rank senior to shares of our Class A common stock.

Upon our liquidation, holders of our preferred shares, if any, and debt securities and instruments will receive a distribution of our available assets before holders of shares of our Class A common stock. We are not required to offer any such additional debt or equity securities to existing stockholders on a preemptive basis. Therefore, additional issuances of our Class A common

48

stock, directly or through convertible or exchangeable securities, warrants or options, will dilute the holders of shares of our existing Class A common stock and such issuances, or the anticipation of such issuances, may reduce the market price of shares of our Class A common stock. Any preferred shares, if issued, would likely have a preference on distribution payments, periodically or upon liquidation, which could limit our ability to make distributions to holders of shares of our Class A common stock. Because our decision to issue debt or equity securities or otherwise incur debt in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future capital raising efforts.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management Strategy

We have a comprehensive cybersecurity risk management strategy to assess, identify, and manage material risks from cybersecurity threats. The core of this strategy is our digital risk and security program, which is integrated into our overall enterprise risk framework and is based on industry standards and established frameworks such as National Institute of Standards and Technology (NIST) and other guidelines. Our program is designed to help protect our systems, data, and operations from potential cyber threats, ensure the continuity of business operations, ensure we comply with applicable privacy and other laws and regulations, and meet our commitments to our members, customers, suppliers, employees, and other stakeholders.

We employ a comprehensive, cross-functional approach to our cybersecurity strategy across our technology, legal, compliance, risk, finance, and other teams to assess, identify, and manage cybersecurity threats and respond to cybersecurity incidents when they occur. This integration helps ensure that the breadth of potential impacts from cybersecurity risks are considered and that our approach to managing these risks is consistent and coordinated across teams within our business. Through our digital risk and security program, our cybersecurity risk is regularly evaluated, and we regularly report this assessment of our cybersecurity risk to our executive management team and to the Audit and Compliance Committee and the Board of Directors.

We have devoted, and expect to continue devoting, significant financial and personnel resources to maintain and improve our digital risk and security program.

Cybersecurity Tools

Our digital risk and security program deploys technical safeguards designed to help protect our information systems from cybersecurity threats. Such safeguards are regularly evaluated and improved based on vulnerability assessments, cybersecurity threat intelligence and incident response experience.

Risk Assessment; Third Party Assessments and Audits

We use a combination of internal resources and external assessors, consultants, and auditors to conduct our cybersecurity risk assessments. At least annually, we conduct cybersecurity risk assessments that take into account information from internal stakeholders, known information security vulnerabilities, and information from external sources (e.g., reported security incidents that have impacted other companies, industry trends, and evaluations by third parties and consultants). We examine our cybersecurity controls, capabilities, programs, operating effectiveness, and incident response preparedness against industry standards and established frameworks, such as NIST and other guidelines. These assessments, which include third party audits for certain aspects of our cybersecurity, examine our end-to-end security practices, including data centers, infrastructure, and operations, and cover both physical as well as digital environments. Material results of assessments and audits are reported to our executive management team, the Audit and Compliance Committee, and the Board of Directors. The results of the assessment and audits are used to drive alignment on, and prioritization of, initiatives to enhance our cybersecurity, and we seek to adjust our cybersecurity strategies and resources accordingly. We have also obtained certain industry certifications and attestations that demonstrate our dedication to protecting the data our members, customers, suppliers, employees, and other stakeholders.

Incident Response Planning

We have established an Incident Response Policy for identifying, responding to, containing, eradicating, and recovering from security breaches and other cybersecurity incidents, as well as communicating with relevant stakeholders. Our Incident Response Policy sets forth incident response and communication responsibilities for our employees, management, and Board of

49

Directors. We regularly test and evaluate the effectiveness of the policy as part of our cybersecurity assessments described above.

Third-Party Vendors

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

Education and Awareness

We promote a culture of security awareness among our employees, and our policies require each of our employees to contribute to our cybersecurity efforts. We regularly remind employees of the importance of handling and protecting the data of members, customers, suppliers, employees and others, including through our Security Awareness Training Program delivered to new hires and on an annual basis. This training, which includes "phishing" exercises, is designed to enhance employee awareness of how to detect, respond to, and report potential cybersecurity threats as well as best behavioral practices to mitigate the risk of becoming subject to a cybersecurity incident.

Governance

Board of Directors Oversight

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

The full Board of Directors receives updates from the Audit and Compliance Committee on its oversight of cybersecurity risk on a quarterly basis or more frequently as needed. In addition, the full Board of Directors also receives periodic briefings from management on the digital risk and security program.

Management’s Role

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

On a daily basis, our information technology team monitors, identifies, and classifies potential cybersecurity incidents or threats and is responsible for notifying members of the DRM group of such matters as appropriate based on risk to our organization. Upon learning of any material incidents or threats, the members of the DRM group are responsible for informing our executive leadership, other functional teams, and the Audit and Compliance Committee or Board of Directors, as appropriate.

Risks from Cybersecurity Threats

As of the date of this report, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition; however, see “Item 1A. Risk Factors” in this Annual Report for a discussion of effects that a cybersecurity threat or incident could have on our business strategy, results of operations or financial condition. We cannot provide assurances that we will not experience cybersecurity incidents in the

50

future or that any future cybersecurity incidents will not materially affect us, including our business strategy, results of operations, or financial condition.

Item 2. Properties

As of June 30, 2024, we occupy our Charlotte, North Carolina headquarters under a lease which expires in 2026 and includes options for us, at our discretion, to renew the lease for up to 15 years in total beyond that date. We also lease or sublease nine smaller facilities across six states, which includes our New York, New York office which we occupy under a lease which expires in 2026. We believe that our headquarters, as well as our smaller leased facilities, are suitable for our use and are, in all material respects, adequate for our present and expected needs, and will continue to evaluate our real estate needs.

We generally conduct the operations of our Supply Chain Services segment and our Performance Services segment across our property locations. See Note 17 - Commitments and Contingencies to the accompanying consolidated financial statements for more information about our operating leases.

Item 3. Legal Proceedings

We operate businesses that are subject to substantial litigation from time to time. We are periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include claims relating to contractual disputes, product liability, tort or personal injury, employment, antitrust, intellectual property or other commercial or regulatory matters. If current or future government regulations are interpreted or enforced in a manner adverse to us or our business, including without limitation those with respect to antitrust or healthcare laws, we may be subject to enforcement actions, penalties, damages and material limitations on our business.

From time to time we have been named as a defendant in class action antitrust lawsuits brought by suppliers or purchasers of medical products. Typically, these lawsuits have alleged the existence of a conspiracy among manufacturers of competing products, distributors and/or operators of GPOs, including us, to deny the plaintiff access to a market for certain products, to raise the prices for products and/or limit the plaintiff’s choice of products to buy. We believe that we have at all times conducted our business affairs in an ethical and legally compliant manner and have successfully resolved all such actions. No assurance can be given that we will not be subjected to similar actions in the future or that any such existing or future matters will be resolved in a manner satisfactory to us or which will not harm our business, financial condition or results of operations.

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

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

Additional information relating to certain legal proceedings in which we are involved is included in Note 17 - Commitments and Contingencies, to the accompanying consolidated financial statements, which is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Not applicable.

51

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Class A common stock (“Common Stock”) is publicly traded on the NASDAQ Global Select Market (“NASDAQ”) under the ticker symbol “PINC.”

Based on the records of our Common Stock transfer agent, as of August 15, 2024, there were 100,187,927 shares of our Common Stock issued and outstanding, held by 85 holders of record. Because a substantial portion of our Common Stock is held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of beneficial owners currently holding our Common Stock.

Dividend Policy

During fiscal year 2024, our Board of Directors declared regular quarterly cash dividends of $0.21 per share on our outstanding shares of Common Stock, which were paid on September 15, 2023, December 15, 2023, March 15, 2024 and June 15, 2024.

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

The actual declaration of any future cash dividends, and the setting of record and payment dates as well as the per share amounts, will be at the discretion of our Board of Directors each quarter after consideration of various factors, including our results of operations, financial condition and capital requirements, earnings, general business conditions, restrictions imposed by our current Credit Facility and any future financing arrangements, legal restrictions on the payment of dividends and other factors our Board of Directors deems relevant. We currently expect quarterly dividends to continue to be paid on or about December 15, March 15, June 15 and September 15, respectively.

Recent Sales of Unregistered Securities

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

Securities Authorized for Issuance Under Equity Compensation Plans

The information required by Item 201(d) of Regulation S-K is provided under “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Equity Compensation Plan Information”, incorporated herein by reference.

Purchase of Equity Securities

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

Company Stock Performance

The performance graph below shows a five-year comparison of the total cumulative return, assuming reinvestment of all dividends, had $100 been invested at the close of business on June 30, 2019, in each of:

•our Common Stock;

•the NASDAQ Composite stock index (“NASDAQ Composite Index”);

•a customized peer group of companies previously used by us (the “Prior Peer Group”); and

•a customized peer group of thirteen companies selected by us that we believe is better aligned with our company (the “Peer Group”).

We have used the Peer Group, a group selected in good faith and used by our Compensation Committee of the Board of Directors (“Compensation Committee”) for peer comparison benchmarking purposes because we believe this group provides an accurate representation of our peers. Our Compensation Committee reviewed and, in consultation with its independent consultant, selected the companies in our fiscal year 2024 Peer Group in April 2023. Our Compensation Committee will continue to review and reconfigure our Peer Group as it deems necessary in consultation with its independent consultant.

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

52

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

The information contained in the performance graph below shall not be deemed “soliciting material” or to be “filed” with the SEC nor shall such information be deemed incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent we specifically incorporate it by reference into such filing.

The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Common Stock. Research Data Group, Inc. provided the data for the indices presented below. We assume no responsibility for the accuracy of the indices’ data, but we are not aware of any reason to doubt its accuracy.

Value of Investment as of June 30(a):
Company/Index Name	2019		2020		2021		2022		2023		2024
Premier, Inc. Class A Common Stock	$	100.00	$	87.65	$	90.98	$	95.34	$	75.94	$	53.40
NASDAQ Composite Index	$	100.00	$	126.94	$	184.36	$	141.17	$	178.08	$	230.80
Prior Peer Group	$	100.00	$	94.86	$	171.81	$	167.39	$	150.57	$	116.74
Peer Group	$	100.00	$	95.15	$	153.74	$	125.63	$	117.05	$	89.53

_________________________________

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

We will neither make nor endorse any predictions as to future stock performance or whether the trends depicted in the graph above will continue or change in the future. The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Item 6. Reserved

53

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report. This discussion is designed to provide the reader with information that will assist in understanding our consolidated financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our consolidated financial statements. In addition, the following discussion includes certain forward-looking statements. For a discussion of important factors, including the continuing development of our business and other factors which could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” contained in this Annual Report.

Business Overview

Our Business

Premier, Inc. (“Premier,” the “Company,” “we” or “our”) is a leading technology-driven healthcare improvement company, uniting an alliance of U.S. hospitals, health systems and other providers and organizations to transform healthcare. We partner with hospitals, health systems, physicians, employers, product suppliers, service providers, payers and other healthcare providers and organizations with the common goal of improving and innovating in the clinical, financial and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry. We deliver value through a comprehensive technology-enabled platform that offers critical supply chain services, clinical, financial, operational and value-based care software-as-a-service (“SaaS”) as well as clinical and enterprise analytics licenses, consulting services, performance improvement collaborative programs, third-party administrator services, access to our centers of excellence program, cost containment and wrap network and digital invoicing and payment automation processes for healthcare suppliers and providers. We also continue to expand our capabilities to more fully address and coordinate care improvement and standardization in the employer, payer and life sciences markets. We also provide some of the various products and services noted above to non-healthcare businesses.

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

	Year Ended June 30,
	2024		2023
Net revenue	$	1,346,361	$	1,336,095
Net income	106,719		174,887
Non-GAAP Adjusted EBITDA	445,842		483,715

See “Our Use of Non-GAAP Financial Measures” and “Results of Operations” below for a discussion of our use of Non-GAAP Adjusted EBITDA and a reconciliation of net income to Non-GAAP Adjusted EBITDA.

Strategic Review

On February 5, 2024, we announced that our Board of Directors concluded its exploration of strategic alternatives which we originally reported in May 2023. As part of the strategic review process, the Board of Directors has authorized us to seek partners for some or all of our holdings in Contigo Health, LLC (“Contigo Health”), our subsidiary focused on providing comprehensive services that optimize employee health benefits, and S2S Global, our direct sourcing subsidiary.

Additionally, on February 2, 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our outstanding Class A common stock (“Common Stock”). On February 5, 2024, under the share repurchase authorization, we entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Bank of America, N.A. (“Bank of America”) to repurchase an aggregate of $400.0 million of shares of our Common Stock. Final settlement of the accelerated share repurchase transaction pursuant to the ASR Agreement was completed on July 11, 2024. Refer to “Share Repurchase Authorization” within “Contractual Obligations” section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for more information.

Our Business Segments

Our business model and solutions are designed to provide our members and other customers access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in our enterprise data warehouse, mitigate the risk of innovation and disseminate best practices that will help our members and other customers succeed in their transformation to higher quality and more cost-effective healthcare. We deliver our integrated platform of solutions that address

54

the areas of clinical intelligence, margin improvement and value-based care through two business segments: Supply Chain Services and Performance Services.

Segment net revenue was as follows (in thousands):

	Year Ended June 30,								% of Net Revenue
Net revenue:	2024		2023		Change				2024		2023
Supply Chain Services	$	886,303	$	899,955	$	(13,652)	(2)	%	66	%	67	%
Performance Services	460,329		436,177		24,152		6	%	34	%	33	%
Segment net revenue	$	1,346,632	$	1,336,132	$	10,500	1	%	100	%	100	%

Our Supply Chain Services segment includes one of the largest national healthcare group purchasing organization (“GPO”) programs in the United States, serving acute and continuum of care sites and providing supply chain co-management, purchased services and direct sourcing activities.

Our Performance Services segment consists of three sub-brands: PINC AITM, our technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, payer and life sciences markets; Contigo Health®, our direct-to-employer business which provides third-party administrator services and management of health benefit programs that enable healthcare providers that are also payers (e.g. payviders) and employers to contract directly with healthcare providers as well as partner with the healthcare providers to provide employers access to a specialized care network through Contigo Health’s centers of excellence program and cost containment and wrap network; and Remitra®, our digital invoicing and payables automation business which provides financial support services to healthcare suppliers and providers. Each sub-brand serves different markets but are all united in our vision to optimize provider performance and accelerate industry innovation for better, smarter healthcare. For additional information, please see “Performance Services” above.

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

Sales and Acquisitions

Acquisition of TRPN Direct Pay, Inc. and Devon Health, Inc. Assets

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

Sale of Non-Healthcare GPO Member Contracts

On July 25, 2023, we sold substantially all of our non-healthcare GPO member contracts pursuant to an equity purchase agreement with OMNIA Partners, LLC (“OMNIA”) for a purchase price of $723.8 million. For a period of at least 10 years following the closing, the non-healthcare GPO members will continue to be able to make purchases through our group purchasing contracts. See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.

Market and Industry Trends and Outlook

We expect that certain trends and economic or industrywide factors will continue to affect our business, in both the short- and long-term. We have based our expectations described below on assumptions made by us and on information currently available to us. To the extent our underlying assumptions about, or interpretation of, available information prove to be incorrect, our actual results may vary materially from our expected results. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

Trends in the U.S. healthcare market as well as the broader U.S. and global economy affect our revenues and costs in the Supply Chain Services and Performance Services segments. The trends we see affecting our current business include the impact

55

of inflation on the broader economy, the significant increase to input costs in healthcare, including the rising cost of labor, and the impact of the implementation of current or future healthcare legislation. Implementation of healthcare legislation could be disruptive for Premier and our customers, impacting revenue, reporting requirements, payment reforms, shift in care to the alternate site market and increased data availability and transparency. To meet the demands of this environment, there will be increased focus on scale and cost containment and healthcare providers will need to measure and report on and bear financial risk for outcomes. Over the long-term, we believe these trends will result in increased demand for our Supply Chain Services and Performance Services solutions in the areas of cost management, quality and safety, and value-based care; however, there are uncertainties and risks that may affect the actual impact of these anticipated trends, expected demand for our services or related assumptions on our business. See “Cautionary Note Regarding Forward-Looking Statements” for more information.

Impact of Inflation

While the U.S. inflation rate has declined from its peak in calendar year 2022, the U.S. economy is still experiencing elevated rates of inflation compared to the recent past. We believe that we have continued to limit the impact of inflation on our members and believe that we maintain significantly lower inflation impacts across our diverse product portfolio than national levels. However, in certain areas of our business, there is still some level of risk and uncertainty for our members and other customers as labor costs, raw material costs and availability, higher interest rates and inflation continue to pressure supplier pricing as well as apply significant pressure on our margin.

We continue to evaluate the contributing factors, specifically logistics, raw materials and labor, which have led to adjustments to selling prices. We have seen logistics costs normalize as well as some reductions in the costs of specific raw materials; however, the cost of labor remains high. We are continuously working to manage price increases as market conditions change. The impact of inflation on our aggregated product portfolio is partially mitigated by contract term price protection for a large portion of our portfolio. See “Risk Factors — Risks Related to Our Business Operations” in this Annual Report.

Furthermore, while the Federal Reserve may seek to reduce market interest rates, they may continue to be elevated, increasing the cost of borrowing under our Credit Facility (as defined in Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements) as well as impacting our results of operations, financial condition and cash flows.

Geopolitical Tensions

Geopolitical tensions continue to affect the global economy and financial markets, as well as exacerbate ongoing economic challenges, including issues such as rising inflation, energy costs, logistics costs, tariffs and global supply-chain disruption.

We continue to monitor the impacts of geopolitical tensions on macroeconomic conditions and prepare for any implications they may have on member demand, our suppliers’ ability to deliver products, cybersecurity risks and our liquidity and access to capital. See “Risk Factors - Risks Related to Our Business Operations” in this Annual Report.

Pandemics, Epidemics or Public Health Emergencies

In addition to the trends in the U.S. healthcare market discussed above, the outbreak of the novel coronavirus (“COVID-19”) and the resulting global pandemic and the impact on the healthcare industry impacted our sales, operations and supply chains, our members and other customers and workforce and suppliers. While both the U.S. and the World Health Organization declared an end to the COVID-19 pandemic as a public health emergency in May 2023, we remain subject to the potential risks associated with any future pandemic, epidemic or other public health emergency, and the uncertain impacts those events could have on our business, results of operations, financial condition, cash flows and prospects of the trading price of our Common Stock. Among other risks, future pandemics, epidemics or other public health emergencies could lead to labor shortages, quarantines, travel and other restrictions, disruptions in the global supply chain, financial and operational harm to our members, customers, and suppliers, and a general decline in the overall U.S. and worldwide economy and capital markets. These and other risks of future pandemics, epidemics and other public health emergencies could lead to reduced demand for our products and services or the ability of our customers to pay for our products and services, disruption in our operations and our ability to deliver our products and services, disruption in the operation of suppliers that deliver products to our members, and adverse impacts on our ability to access capital on acceptable terms as may be needed for our business. The impact of another pandemic, epidemic or public health emergency may also exacerbate many of the other risks described in “Item 1A. Risk Factors”. Despite our efforts to manage these impacts, their ultimate impact depends on factors beyond our knowledge or control, including the duration and severity of any public health emergency and actions taken to contain its spread and mitigate its public health effects.

56

Critical Accounting Policies and Estimates

Below is a discussion of our critical accounting policies and estimates. These and other significant accounting policies are set forth under Note 2 - Significant Accounting Policies to the accompanying consolidated financial statements for more information.

Business Combinations

We account for acquisitions of a business using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are generally recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition-related costs are recorded as expenses in the Consolidated Statements of Income and Comprehensive Income.

Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.

Goodwill

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. We perform our annual goodwill impairment testing on the first day of the last fiscal quarter of our fiscal year unless impairment indicators are present, which could require an interim impairment test.

Under accounting rules, we may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of our most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then we are required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any.

A goodwill impairment charge is recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value. We determine the fair value of a reporting unit using a discounted cash flow analysis as well as market-based approaches. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates and the amount and timing of expected future cash flows. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions.

Our most recent interim analysis as of March 31, 2024 consisted of a quantitative assessment of the Informatics and Technology Services (“ITS”) and Contigo Health reporting units and resulted in a pre-tax impairment charge of $140.1 million, including $16.5 million for goodwill within the Contigo Health reporting unit. As a result, the Contigo Health reporting unit’s goodwill was fully impaired. The interim analysis did not result in impairment within the ITS reporting unit. Our most recent annual impairment testing as of April 1, 2024 consisted of a qualitative assessment over all reporting units and did not result in impairment. We also performed a quantitative assessment on the ITS reporting unit and determined that goodwill was not impaired as the fair value exceeded the carrying value of the entity by 2.3%. Goodwill in the amount of $578.9 million is included in the ITS reporting unit. During the quantitative assessment, the fair value of the reporting unit was computed using a discounted cash flow analysis and market-based approach. The discounted cash flow model is based on the most recent budget and long-term forecast plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. Our significant assumptions in the discounted cash flow model include, but are not limited to, a discount rate utilizing a weighted average cost of capital and the amount and timing of expected future cash flows utilizing revenue growth rates (including perpetual growth rate) and EBITDA margin percentages of the reporting unit’s business. These assumptions were developed in consideration of current market conditions and future expectations, which include, but were not limited to, new product offerings, market demand and impacts from competition. Refer to Note 8 - Goodwill and Intangible Assets to the

57

accompanying consolidated financial statements for further information on the impairment losses recognized in fiscal years 2024 and 2023.

Revenue Recognition

We account for a contract with a customer when the contract is approved and the parties are committed to perform their respective obligations, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.

Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which we expect to be entitled in exchange for transferring those products or services. If the consideration promised in a contract includes a variable amount, we estimate the amount to which we expect to be entitled using either the expected value or most likely amount method. Our contracts may include terms that could cause variability in the transaction price, including, for example, revenue share, rebates, discounts and variable fees based on performance.

We only include estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates require management to make complex, difficult or subjective judgments, and to make estimates about the effect of matters inherently uncertain. As such, we may not be able to reliably estimate variable fees based on performance in certain long-term arrangements due to uncertainties that are not expected to be resolved for a long period of time or when our experience with similar types of contracts is limited. Estimates of variable consideration and the determination of whether to include estimated amounts of consideration in the transaction price are based on information (historical, current and forecasted) that is reasonably available to us, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Additionally, management performs periodic analyses to verify the accuracy of estimates for variable consideration.

Although we believe that our approach in developing estimates and reliance on certain judgments and underlying inputs is reasonable, actual results could differ which may result in exposure of increases or decreases in revenue that could be material.

Performance Obligations

A performance obligation is a promise to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the promise to transfer individual goods or services is not separately identifiable from other promises, and therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple deliverable arrangements (licensing, subscription, consulting services, etc.).

Net Administrative Fees Revenue

Net administrative fees revenue is a single performance obligation earned through a series of distinct daily services and includes maintaining a network of members to participate in the group purchasing program and providing suppliers efficiency in contracting and access to our members. Revenue is generated through administrative fees received from suppliers and is included in net administrative fees revenue in the accompanying Consolidated Statements of Income and Comprehensive Income.

Through our GPO programs, we aggregate member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay us administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts we have negotiated. Administrative fees are variable consideration and are recognized as earned based upon estimated purchases by our members utilizing analytics based on historical member spend and updates for current trends and expectations. Administrative fees are estimated due to the difference in timing of when a member purchases on a supplier contract and when we receive the purchasing information. Member and supplier contracts substantiate persuasive evidence of an arrangement. We do not take title to the underlying equipment or products purchased by members through our GPO supplier contracts. Administrative fee revenue receivable is included in contract assets in the accompanying Consolidated Balance Sheets.

Generally, we pay a revenue share to members equal to a percentage of gross administrative fees, which is estimated according to the members’ contractual agreements with us using a portfolio approach based on historical revenue fee share percentages and adjusted for current or anticipated trends. Revenue share is recognized as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue, and the corresponding revenue share liability is included in revenue share obligations in the accompanying Consolidated Balance Sheets.

58

Products Revenue

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

Software Licenses, Other Services and Support Revenue

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

Within Supply Chain Services, revenue is generated through the GPO, supply chain co-management and SaaS-based purchased services activities.

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

Supply Chain Co-Management. Supply chain co-management activities generate revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed.

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

PINC AI

SaaS-based Products Subscriptions. SaaS-based clinical analytics subscriptions include the right to access our proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, margin improvement, quality and safety, value-based care and provider analytics. SaaS arrangements create a single performance obligation for each subscription within the contract in which the nature of the obligation is a stand-ready obligation, and each day of service meets the criteria for over time recognition. Pricing varies by application and size of healthcare system. Clinical analytics products subscriptions are generally three- to five-year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member’s data set in order to access and transfer member data into our hosted SaaS-based clinical analytics products. Implementation is generally 60 to 240 days following contract execution before the SaaS-based clinical analytics products can be fully utilized by the member.

Software Licenses. Enterprise analytics licenses include term licenses that range from three to ten years and offer clinical analytics products, improvements in cost management, quality and safety, value-based care and provider analytics. Pricing varies by application and size of healthcare system. Revenue on licensing is recognized upon delivery of the software code, and revenue from hosting and maintenance is recognized ratably over the life of the contract.

Consulting Services. Professional fees for consulting services are sold under contracts, the terms of which vary based on the nature of the engagement. These services typically include general consulting, report-based consulting and cost savings initiatives. Promised services under such consulting engagements are typically not considered distinct and are regularly combined and accounted for as one performance obligation. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed or when deliverables are provided. In situations where the contracts have significant contract performance guarantees, the performance guarantees are estimated and accounted for as a form of variable consideration when determining the transaction price. In the event that guaranteed savings levels are not achieved, we may have to perform additional services at no additional charge in order to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. Occasionally, our entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report for which client acceptance is required. However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous benefit provided to our customers.

59

Consulting arrangements can require significant estimates for the transaction price and estimated number of hours within an engagement. These estimates are based on the expected value which is derived from outcomes from historical contracts that are similar in nature and forecasted amounts based on anticipated savings for the new agreements. The transaction price is generally constrained until the target transaction price becomes more certain.

Other Miscellaneous Revenue.

•Revenue from PINC AI data licenses which provide customers data from the PINC AI healthcare database. The revenue from the data deliverables is recognized upon delivery of the data.

•Revenue from performance improvement collaboratives that support our offerings in cost management, quality and safety, and value-based care is recognized over the service period as the services are provided, which is generally one to three years. Performance improvement collaboratives revenue is considered one performance obligation and is generated by providing customers access to online communities whereby data is housed and available for analytics and benchmarking.

•Insurance services management fees are recognized in the period in which such services are provided. Commissions from insurance carriers for sponsored insurance programs are earned by acting as an intermediary in the placement of effective insurance policies. Under this arrangement, revenue is recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the customer and is constrained for estimated early terminations.

Contigo Health

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

Remitra

Revenue for Remitra primarily consists of fees from healthcare suppliers and providers as well as members and other customers. For fixed fee contracts, revenue is recognized in the period in which the services have been provided. For variable rate contracts, revenue is recognized as customers are invoiced. Additional revenue consists of fees from check replacement services which consist of monthly rebates from bank partners.

Multiple Deliverable Arrangements

We enter into agreements where the individual deliverables discussed above, such as SaaS subscriptions, term licenses and consulting services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. On occasion, agreements may range up to ten years. We use judgment in determining the stand-alone selling price (“SSP”) for products and services. Revenue, including both fixed and variable consideration, is allocated to the individual performance obligations within the arrangement based on the SSP. We typically establish a SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, we apply observable inputs using the value relationship between support and term license, and the average economic life of our products.

Software Development Costs

Costs associated with internally-developed computer software that are incurred prior to reaching technological feasibility are considered research and development and expensed as incurred. These costs consist of employee-related compensation and benefit expenses and third-party consulting fees of technology professionals, net of capitalized labor. During the development stage and once the project has reached technological feasibility, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Capitalized software costs are included in property and equipment, net in the accompanying Consolidated Balance Sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years and amortization is included in cost of revenue or selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income, based on the software’s end use. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining

60

the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software.

Income Taxes

We account for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. We provide a valuation allowance against net deferred tax assets when, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized.

We prepare and file tax returns based on interpretations of tax laws and regulations. Our tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities.

In determining our tax expense for financial reporting purposes, we establish a reserve when there are transactions, calculations, and tax filing positions for which the tax determination is uncertain, and it is more likely than not that such positions would not be sustained upon examinations.

We adjust tax reserve estimates periodically based on the changes in facts and circumstances, such as ongoing examinations by, and settlements with, varying taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax reserve and related estimated interest charges that are considered appropriate. Our policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense.

New Accounting Standards

New accounting standards that we have recently adopted as well as those that have been recently issued but not yet adopted by us, if any, are included in Note 2 - Significant Accounting Policies to the accompanying consolidated financial statements, which is incorporated herein by reference.

Key Components of Our Results of Operations

Net Revenue

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

Supply Chain Services

Supply Chain Services revenue is comprised of:

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

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

•products revenue which consists of inventory sales.

The success of our Supply Chain Services revenue streams is influenced by our ability to negotiate favorable contracts with suppliers and members, the number of members that utilize our GPO supplier contracts and the volume of their purchases, the impact of changes in the defined allowable reimbursement amounts determined by Medicare, Medicaid and other managed care plans, the number of members and other customers that purchase products through our direct sourcing activities, the continued impact of members’ and other customers’ elevated inventory levels on our direct sourcing business and the impact of competitive pricing. We believe that some of our GPO competitors may offer higher revenue share arrangements to some of their customers compared to our average arrangements. As we have renewed certain GPO member contracts during fiscal year 2024, competitive pressure has resulted in increases in our average fee share paid to members, a trend that is expected to continue, particularly as we continue to renew GPO member contracts that were extended at the time of our August 2020 Restructuring. As of June 30, 2024, we have renewed and extended members that represent approximately 50% of the gross administrative fees associated with the member agreements that were extended in 2020. In fiscal year 2025, we are targeting additional member agreements for renewal that would address a cumulative total of approximately 75% of the gross administrative fees associated with the member agreements extended in 2020. We expect to target the remaining associated member agreements for renewal in fiscal years 2026 and 2027. Also refer to “Impact of Inflation” within “Liquidity and Capital

61

Resources” section of Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion of inflation and its impact on our Supply Chain Services’ businesses.

Performance Services

Performance Services revenue is comprised of the following software licenses, other services and support revenue:

•healthcare information technology license and SaaS-based clinical intelligence, margin improvement and value-based care products subscriptions, license fees, professional fees for consulting services, PINC AI data licenses, performance improvement collaborative and other service subscriptions and insurance services management fees and commissions from endorsed commercial insurance programs under our PINC AI technology and services platform;

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

•fees from healthcare suppliers and providers for Remitra.

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

Cost of Revenue

Cost of revenue consists of cost of services and software licenses revenue and cost of products revenue.

Cost of services and software licenses revenue includes expenses related to employees, consisting of compensation- and benefits-related costs, and outside consultants who directly provide services related to revenue-generating activities, including consulting services to members and other customers, third-party administrator services and implementation services related to our SaaS and licensed software products along with associated amortization of certain capitalized contract costs. Amortization of contract costs represent amounts that have been capitalized and reflect the incremental costs of obtaining and fulfilling a contract including costs related to implementing SaaS informatics tools. Cost of services and software licenses revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internally-developed software applications.

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

Operating Expenses

Operating expenses includes selling, general and administrative (“SG&A”) expenses, research and development expenses and amortization of purchased intangible assets.

SG&A expenses are directly associated with selling and administrative functions and support of revenue-generating activities including expenses to support and maintain our software-related products and services. SG&A expenses primarily consist of: compensation- and benefits-related costs; travel-related expenses; business development expenses, including costs for business acquisition opportunities; non-recurring strategic initiative and financial restructuring-related expenses; indirect costs such as insurance, professional fees and other general overhead expenses; and amortization of certain contract costs. Amortization of contract costs represent amounts, including sales commissions, that have been capitalized and reflect the incremental costs of obtaining and fulfilling a contract. SG&A expenses can also include impairment of assets which includes goodwill impairment charges recognized when the reporting unit’s carrying amount exceeds its fair value and impairment losses on intangibles and other long-lived assets when the carrying value of the asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition (see Note 5 - Fair Value Measurements and Note 8 - Goodwill and Intangible Assets to the accompanying consolidated financial statements for further information).

Research and development expenses consist of employee-related compensation and benefit expenses and third-party consulting fees of technology professionals, net of capitalized labor, incurred to develop our software-related products and services prior to reaching technological feasibility.

Amortization of purchased intangible assets includes the amortization of all identified intangible assets.

62

Other Income, Net

Other income, net, primarily includes interest income and expense and equity in net income of unconsolidated affiliates that is generated from our equity method investments. Other income, net, may also include, but is not limited to, realized and unrealized gains or losses on deferred compensation plan assets and gains or losses on the disposal of assets.

•Interest income is primarily related to interest earned on investments in money market funds while interest expense is primarily related to funds borrowed through our Credit Facility as well as imputed interest on non-interest bearing debt (see Note 9 - Debt and Notes Payable and Note 10 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information).

•Our equity method investments primarily consist of our interests in Exela Holdings, Inc. (“Exela”) and Prestige Ameritech Ltd. (“Prestige”). As of March 3, 2023, our investment in FFF Enterprises, Inc. (“FFF”) was no longer accounted for under the equity method of accounting (see Note 4 - Investments to the accompanying consolidated financial statements for further information).

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

Income Tax Expense

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

Net Income/Loss Attributable to Non-Controlling Interest

We recognize net income/loss attributable to non-controlling interest for non-Premier ownership in our consolidated subsidiaries which hold interest in our equity method investments (see Note 4 - Investments to the accompanying consolidated financial statements for further information). At June 30, 2024, we recognized net loss attributable to non-controlling interests held by member health systems or their affiliates in the consolidated subsidiaries holding our equity method investments, including but not limited to the 74% and 85% interest held in PRAM Holdings, LLC (“PRAM”) and ExPre Holdings, LLC (“ExPre”), respectively. In partnership with member health systems or their affiliates, these investments are part of our long-term supply chain resiliency program to promote domestic and geographically diverse manufacturing and to help ensure a robust and resilient supply chain for essential medical products.

As of June 30, 2024, we owned 93% of the equity interest in Contigo Health and recognized net loss attributable to non-controlling interest for the 7% of equity held by certain customers of Contigo Health.

Our Use of Non-GAAP Financial Measures

The other key business metrics we consider are EBITDA, Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share and Free Cash Flow, which are all Non-GAAP financial measures. Non-GAAP financial measures are not an alternative to GAAP and may be different from Non-GAAP financial measures used by other companies, but we believe they are useful for understanding our performance for the reasons described below.

We define EBITDA as net income before income or loss from discontinued operations, net of tax, interest and investment income or expense, net, income tax expense, depreciation and amortization and amortization of purchased intangible assets. We define Adjusted EBITDA as EBITDA before merger and acquisition-related expenses and non-recurring, non-cash or non-operating items. For all Non-GAAP financial measures, we consider non-recurring items to be income or expenses and other items that have not been earned or incurred within the prior two years and are not expected to recur within the next two years. Such items include certain strategic initiative and financial restructuring-related expenses. Non-operating items include gains or losses on the disposal of assets and interest and investment income or expense.

We define Segment Adjusted EBITDA as the segment’s net revenue less cost of revenue and operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition-related expenses and non-recurring or non-cash items. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative, and product development activities specific to the operation of each segment. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations.

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

63

equity earnings in unconsolidated affiliates. For comparability purposes, prior year Non-GAAP financial measures are presented based on the current definitions.

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

We define Free Cash Flow as net cash provided by operating activities from continuing operations less (i) early termination payments to certain former limited partners that elected to execute a Unit Exchange and Tax Receivable Acceleration Agreement (“Unit Exchange Agreement”) in connection with our August 2020 Restructuring and (ii) purchases of property and equipment. Free Cash Flow does not represent discretionary cash available for spending as it excludes certain contractual obligations such as debt repayments.

Adjusted EBITDA and Free Cash Flow are supplemental financial measures used by us and by external users of our financial statements and are considered to be indicators of the operational strength and performance of our business. Adjusted EBITDA and Free Cash Flow measures allow us to assess our performance without regard to financing methods and capital structure and without the impact of other matters that we do not consider indicative of the operating performance of our business. More specifically, Segment Adjusted EBITDA is the primary earnings measure we use to evaluate the performance of our business segments.

We use Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share to facilitate a comparison of our operating performance on a consistent basis from period to period that, when viewed in combination with our results prepared in accordance with GAAP, provides a more complete understanding of factors and trends affecting our business. We believe Adjusted EBITDA and Segment Adjusted EBITDA assist our Board of Directors, management and investors in comparing our operating performance on a consistent basis from period to period because they remove the impact of earnings elements attributable to our asset base (primarily depreciation and amortization), certain items outside the control of our management team, e.g. taxes, other non-cash items (such as impairment of intangible assets, purchase accounting adjustments and stock-based compensation), non-recurring items (such as strategic initiative and financial restructuring-related expenses) and income and expense that has been classified as discontinued operations from our operating results. We believe Adjusted Net Income and Adjusted Earnings Per Share assist our Board of Directors, management and investors in comparing our net income and earnings per share on a consistent basis from period to period because these measures remove non-cash (such as impairment of intangible assets, purchase accounting adjustments and stock-based compensation) and non-recurring items (such as strategic initiative and financial restructuring-related expenses), and eliminate the variability of non-controlling interest and equity in net income of unconsolidated affiliates. We believe Free Cash Flow is an important measure because it represents the cash that we generate after payments to certain former limited partners that elected to execute a Unit Exchange Agreement in connection with our August 2020 Restructuring and capital investment to maintain existing products and services and ongoing business operations, as well as development of new and upgraded products and services to support future growth. Our Free Cash Flow assists our efforts to seek enhancement of stockholder value through acquisitions, partnerships, joint ventures, investments in related businesses and debt reduction.

Despite the importance of these Non-GAAP financial measures in analyzing our business, determining compliance with certain financial covenants in our Credit Facility, measuring and determining incentive compensation and evaluating our operating performance relative to our competitors, EBITDA, Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share and Free Cash Flow are not measurements of financial performance under GAAP, may have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, net income, net cash provided by operating activities, or any other measure of our performance derived in accordance with GAAP.

Some of the limitations of the EBITDA, Adjusted EBITDA and Segment Adjusted EBITDA measures include that they do not reflect: our capital expenditures or our future requirements for capital expenditures or contractual commitments; changes in, or cash requirements for, our working capital needs; the interest expense or the cash requirements to service interest or principal payments under our Credit Facility; income tax payments we are required to make; and any cash requirements for replacements

64

of assets being depreciated or amortized. In addition, EBITDA, Adjusted EBITDA, Segment Adjusted EBITDA and Free Cash Flow are not measures of liquidity under GAAP, or otherwise, and are not alternatives to cash flows from operating activities.

Some of the limitations of the Adjusted Net Income and Adjusted Earnings Per Share measures are that they do not reflect income tax expense or income tax payments we are required to make. In addition, Adjusted Net Income and Adjusted Earnings Per Share are not measures of profitability under GAAP.

We also urge you to review the reconciliation of these Non-GAAP financial measures included elsewhere in this Annual Report. To properly and prudently evaluate our business, we encourage you to review the consolidated financial statements and related notes included elsewhere in this Annual Report and to not rely on any single financial measure to evaluate our business. In addition, because the EBITDA, Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings Per Share and Free Cash Flow measures are susceptible to varying calculations, such Non-GAAP financial measures may differ from, and may therefore not be comparable to, similarly titled measures used by other companies.

Non-recurring and non-cash items excluded in our calculation of Adjusted EBITDA, Segment Adjusted EBITDA and Adjusted Net Income consist of stock-based compensation, acquisition- and disposition-related expenses, strategic initiative and financial restructuring-related expenses, gain or loss on FFF Put and Call Rights, income and expense that has been classified as discontinued operations and other reconciling items. More information about certain of the more significant items follows below.

Income tax expense on adjusted income

Adjusted Net Income, a Non-GAAP financial measure as defined above in “Our Use of Non-GAAP Financial Measures”, is calculated net of taxes based on our estimated annual effective tax rate for federal and state income tax, adjusted for unusual or infrequent items, as we are a consolidated group for tax purposes with all of our subsidiaries’ activities included. The tax rate used to compute the Adjusted Net Income was 27% and 26% for the years ended June 30, 2024 and 2023, respectively. This increase primarily relates to the decrease in pre-tax book income and other permanent tax adjustments offset by an increase in research and development credits.

Stock-based compensation

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

Acquisition- and disposition-related expenses

Acquisition-related expenses include legal, accounting and other expenses related to acquisition activities, one-time integration expenses and gains and losses on the change in fair value of earn-out liabilities. Disposition-related expenses include severance and retention benefits and financial advisor fees, legal fees and other expenses related to disposition activities.

Strategic initiative and financial restructuring-related expenses

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

Impairment of assets

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

Other reconciling items

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

65

Results of Operations for the Years Ended June 30, 2024 and 2023

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

	Year Ended June 30,
	2024				2023
	Amount		% of Net Revenue		Amount		% of Net Revenue
Net revenue:
Net administrative fees	$	620,831	46	%	$	611,035	46	%
Software licenses, other services and support	511,808		38	%	480,401		36	%
Services and software licenses	1,132,639		84	%	1,091,436		82	%
Products	213,722		16	%	244,659		18	%
Net revenue	1,346,361		100	%	1,336,095		100	%
Cost of revenue:
Services and software licenses	268,885		20	%	218,087		16	%
Products	189,464		14	%	221,719		17	%
Cost of revenue	458,349		34	%	439,806		33	%
Gross profit	888,012		66	%	896,289		67	%
Operating expenses	760,040		56	%	654,196		49	%
Operating income	127,972		10	%	242,093		18	%
Other income, net	21,818		2	%	7,905		1	%
Income before income taxes	149,790		11	%	249,998		19	%
Income tax expense	43,071		3	%	75,111		6	%
Net income	106,719		8	%	174,887		13	%
Net loss attributable to non-controlling interest	12,825		1	%	139		—	%
Net income attributable to stockholders	$	119,544	9	%	$	175,026	13	%
Earnings per share attributable to stockholders:
Basic	$	1.05			$	1.47
Diluted	$	1.04			$	1.46

For the following Non-GAAP financial measures and reconciliations of our performance derived in accordance with GAAP to the Non-GAAP financial measures, refer to “Our Use of Non-GAAP Financial Measures” for further information regarding items excluded in our calculation of Adjusted EBITDA, Segment Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share. The definitions for Adjusted EBITDA, Segment Adjusted EBITDA and Adjusted Net Income were revised from those reported in the 2023 Annual Report. For comparability purposes, prior year Non-GAAP financial measures are presented based on the current definitions in the above section “Our Use of Non-GAAP Financial Measures”.

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

	Year Ended June 30,
	2024			2023
Certain Non-GAAP Financial Data:	Amount		% of Net Revenue	Amount		% of Net Revenue
Adjusted EBITDA	$	445,842	33%	$	483,715	36%
Non-GAAP Adjusted Net Income	270,403		20%	288,107		22%
Non-GAAP Adjusted Earnings Per Share	2.36		nm	2.40		nm

nm = Not meaningful

66

The following tables provide the reconciliation of net income to Adjusted EBITDA and the reconciliation of income before income taxes to Segment Adjusted EBITDA (in thousands):

	Year Ended June 30,
	2024		2023
Net income	$	106,719	$	174,887
Interest (income) expense, net	(1,281)		14,470
Income tax expense	43,071		75,111
Depreciation and amortization	81,728		85,691
Amortization of purchased intangible assets	47,274		48,102
EBITDA	277,511		398,261
Stock-based compensation	23,876		14,355
Acquisition- and disposition-related expenses	12,612		17,151
Strategic initiative and financial restructuring-related expenses	2,850		13,831
Equity in net loss (income) of unconsolidated affiliates	295		(16,068)
Gain on sale of investment in unconsolidated affiliates	(11,046)		—
Impairment of assets	140,053		56,718
Other reconciling items, net (a)	(309)		(533)
Total Adjusted EBITDA	$	445,842	$	483,715
Income before income taxes	$	149,790	$	249,998
Equity in net loss (income) of unconsolidated affiliates	295		(16,068)
Interest (income) expense, net	(1,281)		14,470
Other income, net	(20,832)		(6,307)
Operating income	127,972		242,093
Depreciation and amortization	81,728		85,691
Amortization of purchased intangible assets	47,274		48,102
Stock-based compensation	23,876		14,355
Acquisition- and disposition-related expenses	12,612		17,151
Strategic initiative and financial restructuring-related expenses	2,850		13,831
Deferred compensation plan expense	8,769		5,422
Impairment of assets	140,053		56,718
Other reconciling items, net (b)	708		352
Total Adjusted EBITDA	$	445,842	$	483,715
Adjusted EBITDA:
Supply Chain Services	$	466,931	$	483,666
Performance Services	113,440		123,556
Segment Adjusted EBITDA	580,371		607,222
Corporate	(134,529)		(123,507)
Total Adjusted EBITDA	$	445,842	$	483,715

_________________________________

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

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

67

The following table provides the reconciliation of net income attributable to stockholders to Non-GAAP Adjusted Net Income and the reconciliation of the numerator and denominator for earnings per share attributable to stockholders to Non-GAAP Adjusted Earnings Per Share for the years presented (in thousands):

	Year Ended June 30,
	2024		2023
Net income attributable to stockholders	$	119,544	$	175,026
Income tax expense	43,071		75,111
Amortization of purchased intangible assets	47,274		48,102
Stock-based compensation	23,876		14,355
Acquisition- and disposition-related expenses	12,612		17,151
Strategic initiative and financial restructuring-related expenses	2,850		13,831
Equity in net loss (income) of unconsolidated affiliates	295		(16,068)
Gain on sale of investment in unconsolidated affiliates	(11,046)		—
Impairment of assets	140,053		56,718
Other reconciling items, net (a)	(8,114)		5,108
Non-GAAP adjusted income before income taxes	370,415		389,334
Income tax expense on adjusted income before income taxes (b)	100,012		101,227
Non-GAAP Adjusted Net Income	$	270,403	$	288,107
Reconciliation of denominator for earnings per share attributable to stockholders to Non-GAAP Adjusted Earnings Per Share
Weighted average:
Basic weighted average shares outstanding	113,791		118,767
Dilutive securities	617		1,122
Weighted average shares outstanding - diluted	114,408		119,889

_________________________________

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

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

68

The following table provides the reconciliation of basic earnings per share attributable to stockholders to Non-GAAP Adjusted Earnings Per Share for the periods presented:

	Year Ended June 30,
	2024		2023
Basic earnings per share attributable to stockholders	$	1.05	$	1.47
Income tax expense	0.38		0.63
Amortization of purchased intangible assets	0.42		0.41
Stock-based compensation	0.21		0.12
Acquisition- and disposition-related expenses	0.11		0.14
Strategic initiative and financial restructuring-related expenses	0.03		0.12
Equity in net loss (income) of unconsolidated affiliates	—		(0.14)
Gain on sale of investment in unconsolidated affiliates	(0.10)		—
Impairment of assets	1.23		0.48
Other reconciling items, net (a)	(0.08)		0.04
Impact of corporation taxes (b)	(0.88)		(0.85)
Impact of dilutive shares	(0.01)		(0.02)
Non-GAAP Adjusted Earnings Per Share	$	2.36	$	2.40

________________________________

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

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

Consolidated Results - Comparison of the Years Ended June 30, 2024 to 2023

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

Net Revenue

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

Cost of Revenue

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

Operating Expenses

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

69

Other Income, Net

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

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

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

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

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

Income Tax Expense

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

Net Loss Attributable to Non-Controlling Interest

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

Adjusted EBITDA

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

70

Segment Results

Supply Chain Services

The following table presents our results of operations and Adjusted EBITDA, a Non-GAAP financial measure, in the Supply Chain Services segment for the fiscal years presented (in thousands):

	Year Ended June 30,
	2024		2023		Change
Net revenue:
Net administrative fees	$	620,831	$	611,035	$	9,796	2	%
Software licenses, other services and support	51,750		44,261		7,489		17	%
Services and software licenses	672,581		655,296		17,285		3	%
Products	213,722		244,659		(30,937)		(13)	%
Net revenue	886,303		899,955		(13,652)		(2)	%
Cost of revenue:
Services and software licenses	48,402		17,989		30,413		169	%
Products	189,464		221,719		(32,255)		(15)	%
Cost of revenue	237,866		239,708		(1,842)		(1)	%
Gross profit	648,437		660,247		(11,810)		(2)	%
Operating expenses:
Selling, general and administrative	215,344		208,113		7,231		3	%
Research and development	412		390		22		6	%
Amortization of intangibles	31,088		31,900		(812)		(3)	%
Operating expenses	246,844		240,403		6,441		3	%
Operating income	401,593		419,844		(18,251)		(4)	%
Depreciation and amortization	24,202		22,525
Amortization of purchased intangible assets	31,088		31,900
Acquisition- and disposition-related expenses	9,949		6,849
Impairment of assets	—		2,296
Other reconciling items, net	99		252
Segment Adjusted EBITDA	$	466,931	$	483,666	$	(16,735)	(3)	%

Net Revenue

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

Net Administrative Fees Revenue

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

Products Revenue

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

71

Software Licenses, Other Services and Support Revenue

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

Cost of Revenue

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

Operating Expenses

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

Segment Adjusted EBITDA

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

72

Performance Services

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

	Year Ended June 30,
	2024		2023		Change
Net revenue:
Software licenses, other services and support
SaaS-based products subscriptions	$	179,601	$	187,618	$	(8,017)	(4)	%
Consulting services	92,560		80,292		12,268		15	%
Software licenses	85,168		72,376		12,792		18	%
Other	103,000		95,891		7,109		7	%
Net revenue	460,329		436,177		24,152		6	%
Cost of revenue:
Services and software licenses	220,483		200,098		20,385		10	%
Cost of revenue	220,483		200,098		20,385		10	%
Gross profit	239,846		236,079		3,767		2	%
Operating expenses:
Selling, general and administrative	316,198		228,001		88,197		39	%
Research and development	2,703		4,150		(1,447)		(35)	%
Amortization of intangibles	16,186		16,202		(16)		—	%
Operating expenses	335,087		248,353		86,734		35	%
Operating loss	(95,241)		(12,274)		(82,967)		676%
Depreciation and amortization	49,797		54,804
Amortization of purchased intangible assets	16,186		16,202
Acquisition- and disposition-related expenses	2,663		10,302
Impairment of assets	140,053		54,422
Other reconciling items, net	(18)		100
Segment Adjusted EBITDA	$	113,440	$	123,556	$	(10,116)	(8)	%

Net Revenue

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

Cost of Revenue

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

Operating Expenses

Performance Services segment operating expenses increased by $86.7 million, or 35%, during the year ended June 30, 2024 compared to the year ended June 30, 2023. The increase was primarily due to the $85.7 million increase in impairments at Contigo Health (see Note 8 - Goodwill and Intangible Assets to the accompanying consolidated financial statements for further

73

information), as well as higher employee-related expenses associated with higher fiscal year 2024 performance-related compensation expense compared to the prior year. These increases were partially offset by a decrease in acquisition- and disposition-related expenses primarily related to the prior year TRPN acquisition and the lower than anticipated payout of an earn-out liability.

Segment Adjusted EBITDA

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

Corporate

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

	Year Ended June 30,
	2024		2023		Change
Operating expenses:
Selling, general and administrative	$	178,380	$	165,477	$	12,903	8	%
Operating expenses	178,380		165,477		12,903		8	%
Operating loss	(178,380)		(165,477)		(12,903)		8	%
Depreciation and amortization	7,729		8,362
Stock-based compensation	23,876		14,355
Strategic initiative and financial restructuring-related expenses	2,850		13,831
Deferred compensation plan expense	8,769		5,422
Other reconciling items, net	627		—
Adjusted EBITDA	$	(134,529)	$	(123,507)	$	(11,022)	9	%

Operating Expenses

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

Adjusted EBITDA

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

Results of Operations for the Years Ended June 30, 2023 and 2022

A discussion of changes in our results of operations from fiscal year 2022 to fiscal year 2023 has been omitted from this Annual Report but may be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on August 22, 2023, which is available free of charge on the SEC’s website at www.sec.gov and our website at http://investors.premierinc.com.

Off-Balance Sheet Arrangements

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

Liquidity and Capital Resources

Our principal source of cash has been primarily cash provided by operating activities. From time to time we have used, and expect to use in the future, borrowings under our Credit Facility (as defined in Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements for more information) as a source of liquidity to fund acquisitions and related business investments as well as general corporate activities. Our primary cash requirements include operating expenses, working capital fluctuations, revenue share obligations, tax payments, capital expenditures, dividend payments on our Common

74

Stock, if and when declared, repurchases of Common Stock pursuant to stock repurchase programs in place from time to time, acquisitions and related business investments and general corporate activities. Our capital expenditures typically consist of internally-developed software costs, software purchases and computer hardware purchases.

As of June 30, 2024 and 2023, we had cash and cash equivalents of $125.1 million and $89.8 million, respectively.

Credit Facility

As of June 30, 2024, we had no outstanding borrowings under our Credit Facility. At June 30, 2023 we had $215.0 million of outstanding borrowings under our Credit Facility. During the year ended June 30, 2024, we had no new borrowings and repaid $215.0 million of borrowings under the Credit Facility.

We expect cash generated from operations and borrowings under our Credit Facility to provide us with adequate liquidity to fund our anticipated working capital requirements, revenue share obligations, tax payments, capital expenditures, notes payable, including notes payable to former limited partners (“LP”), dividend payments on our Common Stock, if and when declared, repurchases of Common Stock pursuant to stock repurchase programs in place from time to time and to fund business acquisitions. Our capital requirements depend on numerous factors, including funding requirements for our product and service development and commercialization efforts, our information technology requirements and the amount of cash generated by our operations. We believe that we have adequate capital resources at our disposal to fund currently anticipated capital expenditures, business growth and expansion, and current and projected debt service requirements. However, strategic growth initiatives will likely require the use of one or a combination of various forms of capital resources including available cash on hand, cash generated from operations, borrowings under our Credit Facility and other long-term debt and, potentially, proceeds from the issuance of additional equity or debt securities.

Cash Dividends

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

Sale of Non-Healthcare GPO Member Contracts

On July 25, 2023, we sold substantially all of our non-healthcare GPO member contracts pursuant to an equity purchase agreement with OMNIA for a purchase price of $723.8 million. As of June 30, 2024, we have received cash of $681.4 million including the closing payment and payments out of escrow based on post-closing adjustments. The final cash payment of $42.4 million was paid out of escrow in July 2024. See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.

Discussion of Cash Flows for the Years Ended June 30, 2024 and 2023

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

	Year Ended June 30,
	2024		2023
Net cash provided by (used in):
Operating activities	$	296,560	$	444,543
Investing activities	(68,466)		(273,622)
Financing activities	(192,720)		(167,266)
Effect of exchange rate changes on cash flows	(21)		(5)
Net increase in cash and cash equivalents	$	35,353	$	3,650

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

75

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

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

Discussion of Non-GAAP Free Cash Flow for the Years Ended June 30, 2024 and 2023

We define Non-GAAP Free Cash Flow as net cash provided by operating activities from continuing operations less (i) early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement in connection with our August 2020 Restructuring and (ii) purchases of property and equipment. Non-GAAP Free Cash Flow does not represent discretionary cash available for spending as it excludes certain contractual obligations such as debt repayments under our Credit Facility.

A summary of Non-GAAP Free Cash Flow and reconciliation to net cash provided by operating activities for the periods presented follows (in thousands):

	Year Ended June 30,
	2024		2023
Net cash provided by operating activities	$	296,560	$	444,543
Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement (a)	(99,665)		(97,806)
Purchases of property and equipment	(81,189)		(82,302)
Non-GAAP Free Cash Flow	$	115,706	$	264,435

_________________________________

(a)    Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement in connection with our August 2020 Restructuring are presented in our Consolidated Statements of Cash Flows under “Payments made on notes payable”. During the year ended June 30, 2024, we paid $102.7 million to members including imputed interest of $3.0 million which is included in net cash provided by operating activities. During the year ended June 30, 2023, we paid $102.7 million to members including imputed interest of $4.9 million which is included in net cash provided by operating activities. See Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements for further information.

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

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

76

Contractual Obligations

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

			Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1-3 Years		3-5 Years		Greater Than 5 Years
Notes payable to former limited partners (a)	$	102,685	$	102,685	$	—	$	—	$	—
Other notes payable (b)	1,008		1,008		—		—		—
Operating lease obligations (c)	24,538		12,938		10,955		336		309
Total contractual obligations	$	128,231	$	116,631	$	10,955	$	336	$	309

_________________________________

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

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

(c)Future contractual obligations for leases represent future minimum payments under noncancelable operating leases primarily for office space. See Note 17 - Commitments and Contingencies to the accompanying consolidated financial statements for more information.

Credit Facility

Outstanding borrowings under the Credit Facility (as defined in Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements) bear interest on a variable rate structure with borrowings bearing interest at either the secured overnight financing rate (“SOFR”) plus an adjustment of 0.100% plus an applicable margin ranging from 1.250% to 1.750% or the prime lending rate plus an applicable margin ranging from 0.250% to 0.750%. We pay a commitment fee ranging from 0.125% to 0.225% for unused capacity under the Credit Facility. At June 30, 2024, the commitment fee was 0.125%.

The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants. We were in compliance with all such covenants at June 30, 2024. The Credit Facility also contains customary events of default, including a cross-default of any indebtedness or guarantees in excess of $75.0 million. If any event of default occurs and is continuing, the administrative agent under the Credit Facility may, with the consent, or shall, at the request of a majority of the lenders under the Credit Facility, terminate the commitments and declare all of the amounts owed under the Credit Facility to be immediately due and payable.

Proceeds from borrowings under the Credit Facility may generally be used to finance ongoing working capital requirements, including permitted acquisitions, repurchases of our Common Stock pursuant to stock repurchase programs, in place from time to time, dividend payments, if and when declared, and other general corporate activities. At June 30, 2024, we had no outstanding borrowings under the Credit Facility with $995.0 million of available borrowing capacity after reductions for outstanding letters of credit.

The above summary does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the complete text of the Credit Facility, which is filed as Exhibit 10.24 to this Annual Report. See also Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements.

Notes Payable to Former Limited Partners

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

Other Notes Payable

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

Sale of Non-Healthcare GPO Member Contracts

At June 30, 2024, we have non-recourse commitments of $651.2 million, net of imputed interest of $14.2 million, for the sale of future revenues due to OMNIA in connection to the sale of non-healthcare GPO member contracts. The liability will be paid,

77

without interest, in monthly payments from net administrative fees received in connection with the sold contracts commencing during the first quarter of fiscal year 2024 and continuing for at least 10 years. See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying consolidated financial statements for further information.

Cash Dividends

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

We currently expect quarterly dividends to continue to be paid on or about December 15, March 15, June 15 and September 15, respectively. However, the actual declaration of any future cash dividends, and the setting of record and payment dates as well as the per share amounts, will be at the discretion of our Board of Directors each quarter after consideration of various factors, including our results of operations, financial condition and capital requirements, earnings, general business conditions, restrictions imposed by our current Credit Facility and any future financing arrangements, legal restrictions on the payment of dividends and other factors our Board of Directors deems relevant.

Share Repurchase Authorization

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

Fiscal Year 2024 Developments

Impact of Inflation

While the U.S. inflation rate has declined from its peak in calendar year 2022, the U.S. economy is still experiencing elevated rates of inflation compared to the recent past. We believe that we have continued to limit the impact of inflation on our members and believe that we maintain significantly lower inflation impacts across our diverse product portfolio than national levels. However, in certain areas of our business, there is still some level of risk and uncertainty for our members and other customers as labor costs, raw material costs and availability, higher interest rates and inflation continue to pressure supplier pricing as well as apply significant pressure on our margin.

We continue to evaluate the contributing factors, specifically logistics, raw materials and labor, which have led to adjustments to selling prices. We have seen logistics costs normalize as well as some reductions in the costs of specific raw materials; however, the cost of labor remains high. We are continuously working to manage price increases as market conditions change. The impact of inflation on our aggregated product portfolio is partially mitigated by contract term price protection for a large portion of our portfolio. See “Risk Factors — Risks Related to Our Business Operations” in this Annual Report.

Furthermore, while the Federal Reserve may seek to reduce market interest rates, they may continue to be elevated, increasing the cost of borrowing under our Credit Facility (as defined in Note 9 - Debt and Notes Payable to the accompanying consolidated financial statements) as well as impacting our results of operations, financial condition and cash flows.

Geopolitical Tensions

Geopolitical tensions continue to affect the global economy and financial markets, as well as exacerbate ongoing economic challenges, including issues such as rising inflation, energy costs, logistics costs and global supply-chain disruption.

We continue to monitor the impacts of the geopolitical tensions on macroeconomic conditions and prepare for any implications they may have on member demand, our suppliers’ ability to deliver products, cybersecurity risks and our liquidity and access to capital. See “Risk Factors — Risks Related to Our Business Operations” as well as “Market and Industry Trends and Outlook” within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report for further discussion.

78

Pandemics, Epidemics or Public Health Emergencies

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

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposure to market risk related primarily to the increase or decrease in the amount of any interest expense we must pay with respect to outstanding debt instruments. At June 30, 2024, we had no outstanding borrowings under our Credit Facility.

We invest our excess cash in a portfolio of individual cash equivalents. We do not hold any material derivative financial instruments. We do not expect changes in interest rates to have a material impact on our results of operations or financial position. We plan to mitigate default, market and investment risks of our invested funds by investing in low-risk securities.

Foreign Currency Risk

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

79

Item 8. Financial Statements and Supplementary Data

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

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	81
Report of Independent Registered Public Accounting Firm on Internal Controls Over Financial Reporting (PCAOB ID: 42)	83
Consolidated Balance Sheets	84
Consolidated Statements of Income and Comprehensive Income	85
Consolidated Statements of Stockholders’ Equity	86
Consolidated Statements of Cash Flows	87
Notes to Consolidated Financial Statements	88

80

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Premier, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Premier, Inc. (the Company) as of June 30, 2024 and 2023, the related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August 20, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

81

Valuation of Goodwill
Description of the Matter	At June 30, 2024, the Company’s goodwill was $995.9 million, of which $578.9 million relates to the Informatics and Technology Services (“ITS”) reporting unit. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment annually at the reporting unit level on the first day of the last fiscal quarter of the fiscal year unless impairment indicators are present that could require an interim impairment test. The Company’s goodwill is initially assigned to its reporting units as of the acquisition date. Auditing management’s annual goodwill impairment test was especially complex and highly judgmental due to the estimation required to determine the fair value of the ITS reporting unit. Fair value is estimated by management based on an income approach using a discounted cash flow model as well as market-based approaches. In particular, the fair value estimate is sensitive to changes in highly subjective significant assumptions, such as revenue growth rates and EBITDA margins, which are affected by expected future market or economic conditions.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment testing process. For example, we tested controls over management’s review of the significant assumptions discussed above used in determining the ITS reporting unit’s fair value. We also tested management’s controls over the completeness and accuracy of the data used in the valuation. To test the estimated fair value of the Company’s ITS reporting unit, our audit procedures included, among others, evaluating the Company's selection of the valuation methodologies, evaluating the significant assumptions used, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For example, we compared the significant assumptions used by management to current industry and economic trends, historical financial results and other relevant factors. We performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the ITS reporting unit resulting from changes in the assumptions. We assessed the historical accuracy of management’s projections and involved our valuation specialists to assist in our evaluation of the methodologies and certain significant assumptions. We also evaluated the adequacy of the Company’s disclosures included in Note 2.

/s/ Ernst & Young LLP

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

Raleigh, North Carolina

August 20, 2024

82

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Premier, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Premier, Inc.’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Premier, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on the COSO criteria.

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

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Raleigh, North Carolina

August 20, 2024

83

PREMIER, INC.
Consolidated Balance Sheets
(In thousands, except share data)
	June 30,
	2024		2023
Assets
Cash and cash equivalents	$	125,146	$	89,793
Accounts receivable (net of $1,455 and $2,878 allowance for credit losses, respectively)	126,694		115,295
Contract assets (net of $1,248 and $885 allowance for credit losses, respectively)	335,831		299,219
Inventory	79,799		76,932
Prepaid expenses and other current assets	80,546		60,387
Total current assets	748,016		641,626
Property and equipment (net of $742,063 and $662,554 accumulated depreciation, respectively)	205,711		212,308
Intangible assets (net of $295,955 and $265,684 accumulated amortization, respectively)	269,259		430,030
Goodwill	995,852		1,012,355
Deferred income tax assets	776,202		653,629
Deferred compensation plan assets	54,422		50,346
Investments in unconsolidated affiliates	228,562		231,826
Operating lease right-of-use assets	20,635		29,252
Other assets	102,790		110,115
Total assets	$	3,401,449	$	3,371,487
Liabilities and stockholders' equity
Accounts payable	$	60,361	$	54,375
Accrued expenses	65,567		47,113
Revenue share obligations	292,792		262,288
Accrued compensation and benefits	101,366		60,591
Deferred revenue	19,642		24,311
Current portion of notes payable to former limited partners	101,523		99,665
Line of credit and current portion of long-term debt	1,008		216,546
Current portion of liability related to the sale of future revenues	51,798		—
Other current liabilities	52,506		50,574
Total current liabilities	746,563		815,463
Long-term debt, less current portion	—		734
Notes payable to former limited partners, less current portion	—		101,523
Deferred compensation plan obligations	54,422		50,346
Operating lease liabilities, less current portion	11,170		21,864
Liability related to the sale of future revenues, less current portion	599,423		—
Other liabilities	27,640		47,202
Total liabilities	1,439,218		1,037,132
Commitments and contingencies (Note 17)
Stockholders' equity:
Class A common stock, $0.01 par value, 500,000,000 shares authorized; 111,456,454 shares issued and 105,027,079 outstanding at June 30, 2024 and 125,587,858 shares issued and 119,158,483 outstanding at June 30, 2023	1,115		1,256
Treasury stock, at cost; 6,429,375 shares at both June 30, 2024 and 2023, respectively	(250,129)		(250,129)
Additional paid-in capital	2,105,684		2,178,134
Retained earnings	105,590		405,102
Accumulated other comprehensive loss	(29)		(8)
Total stockholders' equity	1,962,231		2,334,355
Total liabilities and stockholders' equity	$	3,401,449	$	3,371,487

See accompanying notes to the consolidated financial statements.

84

PREMIER, INC.
Consolidated Statements of Income and Comprehensive Income
(In thousands, except per share data)
	Year Ended June 30,
	2024		2023		2022
Net revenue:
Net administrative fees	$	620,831	$	611,035	$	601,128
Software licenses, other services and support	511,808		480,401		438,267
Services and software licenses	1,132,639		1,091,436		1,039,395
Products	213,722		244,659		393,506
Net revenue	1,346,361		1,336,095		1,432,901
Cost of revenue:
Services and software licenses	268,885		218,087		183,984
Products	189,464		221,719		363,878
Cost of revenue	458,349		439,806		547,862
Gross profit	888,012		896,289		885,039
Operating expenses:
Selling, general and administrative	709,651		601,554		576,879
Research and development	3,115		4,540		4,151
Amortization of purchased intangible assets	47,274		48,102		43,936
Operating expenses	760,040		654,196		624,966
Operating income	127,972		242,093		260,073
Equity in net (loss) income of unconsolidated affiliates	(295)		16,068		23,505
Interest income (expense), net	1,281		(14,470)		(11,142)
Gain on FFF Put and Call Rights	—		—		64,110
Other income (expense), net	20,832		6,307		(9,646)
Other income, net	21,818		7,905		66,827
Income before income taxes	149,790		249,998		326,900
Income tax expense	43,071		75,111		58,582
Net income	106,719		174,887		268,318
Net loss (income) attributable to non-controlling interest	12,825		139		(2,451)
Net income attributable to stockholders	$	119,544	$	175,026	$	265,867
Comprehensive income:
Net income	$	106,719	$	174,887	$	268,318
Comprehensive loss (income) attributable to non-controlling interest	12,825		139		(2,451)
Foreign currency translation loss	(21)		(5)		(3)
Comprehensive income attributable to stockholders	$	119,523	$	175,021	$	265,864
Weighted average shares outstanding:
Basic	113,791		118,767		120,220
Diluted	114,408		119,889		121,668
Earnings per share attributable to stockholders:
Basic	$	1.05	$	1.47	$	2.21
Diluted	1.04		1.46		2.19

See accompanying notes to the consolidated financial statements.

85

PREMIER, INC.
Consolidated Statements of Stockholders' Equity
(In thousands, except per share data)
	Class A Common Stock			Treasury Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2021	122,533	$	1,225	—	$	—	$	2,059,194	$	169,474	$	—	$	2,229,893
Issuance of Class A common stock under equity incentive plan	1,843	18		—	—		37,748		—		—		37,766
Issuance of Class A common stock under employee stock purchase plan	105	2		—	—		3,849		—		—		3,851
Treasury stock	(6,429)	—		6,429	(250,129)		—		—		—		(250,129)
Stock-based compensation expense	—	—		—	—		46,229		—		—		46,229
Repurchase of vested restricted units for employee tax-withholding	—	—		—	—		(10,866)		—		—		(10,866)
Net income	—	—		—	—		—		268,318		—		268,318
Net income attributable to non-controlling interest	—	—		—	—		2,451		(2,451)		—		—
Change in ownership of consolidated entity	—	—		—	—		202		(142)		—		60
Dividends ($0.20 per share)	—	—		—	—		—		(97,082)		—		(97,082)
Distribution of investment in unconsolidated affiliate to non-controlling interests	—	—		—	—		4,095		(6,427)		—		(2,332)
Non-controlling interest in consolidated investments	—	—		—	—		23,145		—		—		23,145
Foreign currency translation adjustment	—	—		—	—		—		—		(3)		(3)
Balance at June 30, 2022	118,052	$	1,245	6,429	$	(250,129)	$	2,166,047	$	331,690	$	(3)	$	2,248,850
Issuance of Class A common stock under equity incentive plan	967	9		—	—		6,069		—		—		6,078
Issuance of Class A common stock under employee stock purchase plan	139	2		—	—		4,135		—		—		4,137
Stock-based compensation expense	—	—		—	—		13,734		—		—		13,734
Repurchase of vested restricted units for employee tax-withholding	—	—		—	—		(13,427)		—		—		(13,427)
Net income	—	—		—	—		—		174,887		—		174,887
Net loss attributable to non-controlling interest	—	—		—	—		(139)		139		—		—
Change in ownership of consolidated entity	—	—		—	—		106		—		—		106
Dividends ($0.21 per share)	—	—		—	—		—		(100,883)		—		(100,883)
Distribution of investment in unconsolidated affiliate to non-controlling interests	—	—		—	—		—		(731)		—		(731)
Non-controlling interest in consolidated investments	—	—		—	—		1,019		—		—		1,019
Foreign currency translation adjustment	—	—		—	—		—		—		(5)		(5)
Other	—	—		—	—		590		—		—		590
Balance at June 30, 2023	119,158	$	1,256	6,429	$	(250,129)	$	2,178,134	$	405,102	$	(8)	$	2,334,355
Issuance of Class A common stock under equity incentive plan	716	7		—	—		—		—		—		7
Issuance of Class A common stock under employee stock purchase plan	184	2		—	—		3,752		—		—		3,754
Treasury stock	(15,031)	—		15,031	(322,992)		(80,000)		—		—		(402,992)
Retirement of Class A common Stock	—	(150)		(15,031)	322,992		—		(322,842)		—		—
Stock-based compensation expense	—	—		—	—		23,290		—		—		23,290
Repurchase of vested restricted units for employee tax-withholding	—	—		—	—		(6,771)		—		—		(6,771)
Net income	—	—		—	—		—		106,719		—		106,719
Net loss attributable to non-controlling interest	—	—		—	—		(12,825)		12,825		—		—
Change in ownership of consolidated entity	—	—		—	—		104		—		—		104
Dividends ($0.21 per share)	—	—		—	—		—		(96,214)		—		(96,214)
Foreign currency translation adjustment	—	—		—	—		—		—		(21)		(21)
Balance at June 30, 2024	105,027	$	1,115	6,429	$	(250,129)	$	2,105,684	$	105,590	$	(29)	$	1,962,231

See accompanying notes to the consolidated financial statements.

86

PREMIER, INC.
Consolidated Statements of Cash Flows
(In thousands)
	Year Ended June 30,
	2024		2023		2022
Operating activities
Net income	$	106,719	$	174,887	$	268,318
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	129,002		133,793		129,107
Equity in net loss (income) of unconsolidated affiliates	295		(16,068)		(23,505)
Deferred income taxes	(122,573)		71,403		56,792
Stock-based compensation	23,290		13,734		46,229
Impairment of assets	140,053		56,718		18,829
Gain on FFF Put and Call Rights	—		—		(64,110)
Other, net	(4,518)		6,501		5,803
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable	(11,399)		477		27,318
Contract assets	(39,265)		(41,088)		(47,219)
Inventory	(2,867)		42,720		56,724
Prepaid expenses and other assets	(5,920)		21,056		40,617
Accounts payable	8,717		7,415		(41,184)
Revenue share obligations	30,504		16,893		18,512
Accrued expenses, deferred revenue and other liabilities	44,522		(43,898)		(47,997)
Net cash provided by operating activities	296,560		444,543		444,234
Investing activities
Purchases of property and equipment	(81,189)		(82,302)		(87,440)
Sale of investment in unconsolidated affiliates	12,753		—		—
Acquisition of businesses and equity method investments, net of cash acquired	—		(187,750)		(26,000)
Investment in unconsolidated affiliates	(30)		(2,060)		(16,000)
Other	—		(1,510)		(10,000)
Net cash used in investing activities	(68,466)		(273,622)		(139,440)
Financing activities
Payments on notes payable	(100,937)		(100,859)		(99,243)
Proceeds from credit facility	—		470,000		325,000
Payments on credit facility	(215,000)		(405,000)		(250,000)
Proceeds from sale of future revenues	681,427		—		—
Payments on liability related to the sale of future revenues	(31,535)		—		—
Cash dividends paid	(95,207)		(100,233)		(96,455)
Repurchase of Class A common stock	(400,000)		—		(250,129)
Payments on deferred consideration related to acquisition of business	(27,187)		(27,927)		(28,586)
Proceeds from exercise of stock options under equity incentive plan	—		6,078		37,766
Other, net	(4,281)		(9,325)		13,858
Net cash used in financing activities	(192,720)		(167,266)		(347,789)
Effect of exchange rate changes on cash flows	(21)		(5)		(3)
Net increase (decrease) in cash and cash equivalents	35,353		3,650		(42,998)
Cash and cash equivalents at beginning of period	89,793		86,143		129,141
Cash and cash equivalents at end of period	$	125,146	$	89,793	$	86,143

See accompanying notes to the consolidated financial statements.

87

PREMIER, INC.

Notes to Consolidated Financial Statements

Information presented in the Notes to Consolidated Financial Statements are as of June 30, 2024 unless otherwise specifically noted.

(1) ORGANIZATION AND BASIS OF PRESENTATION

Organization

Premier, Inc. (“Premier” or the “Company”) is a publicly held, for-profit Delaware corporation located in the United States. The Company is a holding company with no material business operations of its own. The Company’s primary asset is its equity interest in its wholly owned subsidiary Premier Healthcare Solutions, Inc., a Delaware corporation (“PHSI”). The Company conducts substantially all of its business operations through PHSI and its other consolidated subsidiaries. The Company, together with its subsidiaries and affiliates, is a leading technology-driven healthcare improvement company that unites hospitals, health systems, physicians, employers, product suppliers, service providers, and other healthcare providers and organizations to improve and innovate in the clinical, financial and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry and continues to expand its capabilities to more fully address and coordinate care improvement and standardization in the employer, payer and life sciences markets. Additionally, the Company also provides some of the various products and services noted above to non-healthcare businesses, including through its direct sourcing activities as well as continued access to its group purchasing organization (“GPO”) programs for non-healthcare members whose contracts were sold to OMNIA Partners, LLC (“OMNIA”) (see Note 10 - Liability Related to the Sale of Future Revenues).

The Company’s business model and solutions are designed to provide its members and other customers access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in the Company’s enterprise data warehouse, mitigate the risk of innovation and disseminate best practices to help the Company’s members and other customers succeed in their transformation to higher quality and more cost-effective healthcare.

The Company, together with its subsidiaries and affiliates, delivers its integrated platform of solutions through two business segments: Supply Chain Services and Performance Services. See Note 18 - Segments for further information related to the Company’s reportable business segments. The Company has no significant foreign operations or revenues. The Supply Chain Services segment includes one of the largest national healthcare GPO programs in the United States, serving acute and continuum of care sites and providing supply chain co-management, purchased services and direct sourcing activities. The Performance Services segment consists of three sub-brands: PINC AITM, the Company’s technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, payer and life sciences markets; Contigo Health®, the Company’s direct-to-employer business which provides third-party administrator services and management of health-benefit programs that enable healthcare providers that are also payers (e.g., payviders) and employers to contract directly with healthcare providers as well as partner with healthcare providers to provide employers access to a specialized care network through Contigo Health’s centers of excellence program and cost containment and wrap network; and Remitra®, the Company’s digital invoicing and payables automation business which provides financial support services to healthcare suppliers and providers.

Principles of Consolidation

The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. The financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, consisting of normal recurring adjustments, unless otherwise disclosed. Certain amounts in prior periods have been reclassified to conform to the current period presentation. The Company believes that the disclosures are adequate to make the information presented not misleading.

88

Supplementary Cash Flows Information

The following table presents supplementary cash flows information for the years ended June 30, 2024, 2023 and 2022 (in thousands):

	Year Ended June 30,
	2024		2023		2022
Supplemental schedule of cash flows information:
Interest paid	$	16,309	$	18,712	$	11,256
Income taxes paid	168,585		4,593		3,103
Supplemental schedule of non-cash investing and financing activities:
Non-cash additions to property and equipment	$	6,446	$	2,731	$	402
Accrued dividend equivalents	1,934		1,032		963
Accrued excise taxes related to repurchase of Class A common stock	2,992		—		—
Non-cash investment in unconsolidated affiliates	—		8,819		—

Use of Estimates in the Preparation of Financial Statements

The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including, but not limited to, estimates for net administrative fees revenue, software licenses, other services and support revenue, contract assets, deferred revenue, contract costs, allowances for credit losses, reserves for net realizable value of inventory, obsolete inventory, useful lives of property and equipment, stock-based compensation, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, projected future cash flows used in the evaluation of asset impairments, values of call rights, values of earn-out liabilities and the allocation of purchase prices. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

(2) SIGNIFICANT ACCOUNTING POLICIES

Business Combinations

The Company accounts for acquisitions of a business using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition costs are recorded as expenses in the Consolidated Statements of Income and Comprehensive Income.

Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, the Company typically uses the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition.

Fair Value of Financial Instruments

The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The

89

fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows:

Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market;

Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; and

Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Accounts Receivable

Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company’s receivables and contract assets (see below for discussion of contract assets). Receivables consist largely of amounts due from hospital and healthcare system members for services and products. The Company maintains an allowance for expected credit losses. This allowance is an estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the member and other customer base and age of the receivable balances, both individually and in the aggregate. As receivables are generally due within one year, changes to economic conditions are not expected to have a significant impact on the estimate of expected credit losses. However, economic conditions are monitored on a quarterly basis to determine if any adjustments are deemed necessary. Provisions for the allowance for expected credit losses attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income. Accounts deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of receivables could be further adjusted.

Contract Assets

Supply Chain Services contract assets represent estimated member purchases on supplier contracts for which administrative fees have been earned but not collected. Historically, the Company has not recognized an allowance for credit losses for contract assets associated with administrative fees. Performance Services contract assets represent revenue earned for services provided which the Company is not contractually able to bill as of the end of the respective reporting period. Under ASC Topic 326, the Company includes Performance Services’ contract assets in the reserving process and assesses the risk of loss similar to the methodology of the Company’s receivables, since the contract assets are reclassified to receivables when the Company becomes entitled to payment. Accordingly, a reserve is applied upon recognition of the contract asset. Certain contract assets are due for periods greater than one year, and changes to economic conditions may have an impact on these receivables. The Company monitors economic conditions on a quarterly basis to determine if changes to the reserve are necessary.

Inventory

Inventory consisting of finished goods, primarily medical products, are stated at the lower of cost or net realizable values on an average cost basis. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. As of June 30, 2024 and 2023, these provisions were $2.9 million and $10.8 million, respectively.

Property and Equipment, Net

Property and equipment is recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the Consolidated Statements of Income and Comprehensive Income for the respective period. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets’ estimated useful lives. See Note 7 - Supplemental Balance Sheet Information.

90

Costs associated with internally-developed computer software that are incurred in the preliminary project stage are expensed as incurred. During the development stage and once the project has reached technological feasibility, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Capitalized software costs are included in property and equipment, net in the accompanying Consolidated Balance Sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years, and amortization is included in cost of revenue or selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income based on the software’s end use. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software. The Company capitalized costs related to internally-developed software of $73.4 million and $77.8 million during the years ended June 30, 2024 and 2023, respectively.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the asset or asset group is used and the effects of obsolescence, demand, competition and other economic factors.

Intangible Assets

Definite-lived intangible assets consist primarily of member relationships, provider networks, technology, customer relationships, trade names and non-compete agreements and are amortized on a straight-line basis over their estimated useful lives. See Note 8 - Goodwill and Intangible Assets.

The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization on the measurement date. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the definite-lived intangible asset is used and the effects of obsolescence, demand and competition, as well as other economic factors.

The Company performed an analysis of the carrying value of intangible assets subject to amortization on the Contigo Health reporting unit as of March 31, 2024 and resulted in $113.5 million in impairment losses (see Note 8 - Goodwill and Intangible Assets).

Goodwill

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. The Company performs its annual goodwill impairment testing as of the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test.

Under accounting rules, the Company may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company’s most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then the Company is required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any.

A goodwill impairment charge is recognized for the amount by which the reporting unit's carrying amount exceeds its fair value. The Company determines the fair value of a reporting unit using a discounted cash flow analysis as well as market-based approaches. Significant assumptions utilized in determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, revenue growth rates (including perpetual growth rates), EBITDA margin percentages and the amount and timing of expected future cash flows of the reporting unit’s business. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market

91

comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions.

Based on a qualitative analysis performed at March 31, 2024, the Company determined impairment indicators were present and the carrying value of certain reporting units more likely than not exceeded their fair value. The Company performed a quantitative assessment on the Contigo Health reporting unit which resulted in $16.5 million in goodwill impairment losses (see Note 8 - Goodwill and Intangible Assets). As a result, the Contigo Health reporting unit’s goodwill was fully impaired.

The Company’s most recent annual impairment testing as of April 1, 2024 consisted of a quantitative assessment over the Informatics and Technology Services (“ITS”) reporting unit’s $578.9 million goodwill balance. Given the significant excess fair value and associated carrying value, the Company elected to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred for the remaining reporting units. Based on the qualitative analysis performed, the Company determined that the remaining reporting units did not have indications that impairment was more likely than not to have occurred. As a result of the quantitative analysis performed on the ITS reporting unit, the Company determined that the fair value of the ITS reporting unit exceeded its carrying value and, therefore, goodwill is not impaired.

Treasury Stock and Share Retirement

Treasury stock purchases are recorded at cost. As the Company retires treasury shares acquired through share repurchases, the Company returns those shares to the status of authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired to retained earnings.

Contract Costs

Contract costs represent amounts the Company has capitalized and reflect the incremental costs of obtaining and fulfilling a contract, which include sales commissions and costs related to implementing SaaS informatics tools. For commissions on new contracts, these costs are amortized over the life of the expected relationship with the customer for the respective performance obligation. For renewals, commissions are amortized over the contract life with the customer. Implementation costs are amortized on a straight-line basis, once the tool is implemented, over the life of the expected relationship with the customer for the respective performance obligation, which is consistent with the transfer of services to the customer to which the implementation relates. The Company’s contract costs are included in other assets in the Consolidated Balance Sheets. The associated amortization related to sales commissions and implementation costs is included in selling, general and administrative expenses and cost of revenue, respectively, in the Consolidated Statements of Income and Comprehensive Income.

Deferred Revenue

Deferred revenue consists of unrecognized revenue related to advanced customer invoicing or member payments received prior to fulfillment of the Company’s revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred consulting fees. Subscription fees for Company-hosted SaaS applications are deferred until the customer’s unique data records have been incorporated into the underlying software database or until customer site-specific software has been implemented and the customer has access to the software. Deferred consulting fees arise upon invoicing to customers prior to services being performed.

Liability Related to the Sale of Future Revenues

The Company accounts for the sale of future revenues as a liability, with both current and non-current portions. In order to determine the timing of the reduction in debt associated with the sale of future revenues, the Company estimates the total future revenues expected to be remitted to the purchaser. The Company recognizes interest expense based on an estimated effective annual interest rate. The Company determines the effective interest rate based on recognized and expected future revenue and maintains a consistent interest rate throughout the life of the agreement. This estimate contains significant assumptions that impact both the amount of debt and the interest expense recorded over the life of the agreement. To the extent the amount or timing of future payments varies materially from the original estimate, the Company will make a cumulative adjustment to the carrying amount of the debt, which will be recorded as a non-cash gain or loss in other income in the Consolidated Statements of Income and Comprehensive Income. See Note 10 - Liability Related to the Sale of Future Revenues.

Deferred Compensation Plan Assets and Related Liabilities

The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company’s 401(k) plan. The amounts deferred are invested in assets at the direction of the

92

employee. Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company.

The assets, classified as trading securities, and liabilities of the rabbi trust are recorded at fair value and are accounted for as assets and liabilities of the Company. The assets of the rabbi trust are designated to fund the deferred compensation plan liabilities owed to current and former employees. The deferred compensation plan contains both current and non-current assets. The current portion of the deferred compensation plan assets is comprised of estimated amounts to be paid within one year to departed participants following separation from the Company. The current portion, $6.8 million and $5.2 million at June 30, 2024 and 2023, respectively, is included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. The corresponding current portion of deferred compensation plan liabilities is included in other current liabilities in the accompanying Consolidated Balance Sheets at June 30, 2024 and 2023. The non-current portion of the deferred compensation plan assets, $54.4 million and $50.3 million at June 30, 2024 and 2023, respectively, is included in long-term assets in the accompanying Consolidated Balance Sheets. The corresponding non-current portion of deferred compensation plan liabilities is included in long-term liabilities in the accompanying Consolidated Balance Sheets at June 30, 2024 and 2023. Realized and unrealized gains and (losses) of $8.8 million, $5.4 million and $(9.4) million on plan assets for the years ended June 30, 2024, 2023 and 2022, respectively, are included in other income (expense), net in the accompanying Consolidated Statements of Income and Comprehensive Income. Deferred compensation expense (income) from the change in the corresponding liabilities of $8.8 million, $5.4 million and $(9.4) million, respectively, is included in selling, general and administrative expense in the accompanying Consolidated Statements of Income and Comprehensive Income for the years ended June 30, 2024, 2023 and 2022, respectively.

Leases

The Company enters into lease contracts in which the Company is the lessee, substantially all of which are related to office space leased in various buildings used for general corporate purposes. The terms of these non-cancelable operating leases typically require the Company to pay rent and a share of operating expenses and real estate taxes, generally with an inflation-based rent increase included. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term beginning at the commencement date. Operating lease right-of-use assets are adjusted for lease incentives, deferred rent and initial direct costs, if incurred. The Company’s leases generally do not include an implicit rate; therefore, the Company determined the present value of future minimum lease payments using an incremental borrowing rate based on information available as of July 1, 2019, the Company’s transition to ASC Topic 842. For subsequent leases entered into after the transition to ASC Topic 842, the Company determined the present value of future minimum lease payments using an incremental borrowing rate based on information available as of the respective lease commencement date. The related lease expense is recognized on a straight-line basis over the lease term.

Revenue Recognition

The Company accounts for a contract with a customer when the contract is approved and the parties are committed to perform their respective obligations, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.

Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. If the consideration promised in a contract includes a variable amount, the Company estimates the amount to which it expects to be entitled using either the expected value or most likely amount method. The Company’s contracts may include terms that could cause variability in the transaction price, including, for example, revenue share, rebates, discounts and variable fees based on performance.

The Company only includes estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates require management to make complex, difficult or subjective judgments and to make estimates about the effect of matters inherently uncertain. As such, the Company may not be able to reliably estimate variable fees based on performance in certain long-term arrangements due to uncertainties that are not expected to be resolved for a long period of time or when the Company’s experience with similar types of contracts is limited. Estimates of variable consideration and the determination of whether to include estimated amounts of consideration in the transaction price are based on information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Additionally, management performs periodic analyses to verify the accuracy of estimates for variable consideration.

93

Although the Company believes that its approach in developing estimates and reliance on certain judgments and underlying inputs is reasonable, actual results could differ which may result in increases or decreases in revenue that could be material.

Performance Obligations

A performance obligation is a promise to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the promise to transfer individual goods or services is not separately identifiable from other promises, and therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple deliverable arrangements such as licensing, subscription, consulting services, etc.

Net Administrative Fees Revenue

Net administrative fees revenue is a single performance obligation earned through a series of distinct daily services and includes maintaining a network of members to participate in the group purchasing program and providing suppliers efficiency in contracting and access to the Company’s members. Revenue is generated through administrative fees received from suppliers and is included in net administrative fees revenue in the accompanying Consolidated Statements of Income and Comprehensive Income.

The Company, through its GPO programs, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are variable consideration and are recognized as earned based upon estimated purchases by the Company’s members utilizing analytics based on historical member spend and updates for current trends and expectations. Administrative fees are estimated due to the difference in timing of when a member purchases on a supplier contract and when the Company receives the purchasing information. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. Administrative fee revenue receivable is included in contract assets in the accompanying Consolidated Balance Sheets.

Generally, the Company pays a revenue share to members equal to a percentage of gross administrative fees, which is estimated according to the members’ contractual agreements with the Company using a portfolio approach based on historical revenue share percentages and adjusted for current or anticipated trends. Revenue share is recognized as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue, and the corresponding revenue share liability is included in revenue share obligations in the accompanying Consolidated Balance Sheets.

Products Revenue

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

Software Licenses, Other Services and Support Revenue

The Company generates software licenses, other services and support revenue through Supply Chain Services and Performance Services.

Within Supply Chain Services, revenue is generated through the GPO, supply chain co-management and SaaS-based purchased services activities.

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

Supply Chain Co-Management.    Supply chain co-management activities generate revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed.

Within Performance Services, which provides technology with wrap-around service offerings, revenue is generated through the three sub-brands: PINC AI, Contigo Health and Remitra. The main sources of revenue under PINC AI consists of subscriptions to SaaS-based clinical intelligence, margin improvement and value-based care products subscriptions, licensing revenue, professional fees for consulting services and other miscellaneous revenue including PINC AI data licenses, annual subscriptions

94

to performance improvement collaboratives, insurance services management fees and commissions from endorsed commercial insurance programs. Contigo Health’s main sources of revenue are third-party administrator fees, fees from the centers of excellence program and cost containment and wrap network fees. Remitra’s main source of revenue is fees from healthcare suppliers and providers.

PINC AI:

SaaS-based Products Subscriptions:    SaaS-based clinical analytics subscriptions include the right to access the Company’s proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, margin improvement, quality and safety, value-based care and provider analytics. SaaS arrangements create a single performance obligation for each subscription within the contract in which the nature of the obligation is a stand-ready obligation, and each day of service meets the criteria for over time recognition. Pricing varies by application and size of healthcare system. Clinical analytics products subscriptions are generally three- to five-year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member’s data set in order to access and transfer member data into the Company’s hosted SaaS-based clinical analytics products. Implementation is generally 60 to 240 days following contract execution before the SaaS-based clinical analytics products can be fully utilized by the member.

Software Licenses:    Enterprise analytics licenses include term licenses that range from three to ten years and offer clinical analytics products, improvements in cost management, quality and safety, value-based care and provider analytics. Pricing varies by application and size of healthcare system. Revenue on licensing is recognized upon delivery of the software code, and revenue from hosting and maintenance is recognized ratably over the life of the contract.

Consulting Services:    Professional fees for consulting services are sold under contracts, the terms of which vary based on the nature of the engagement. These services typically include general consulting, report-based consulting and cost savings initiatives. Promised services under such consulting engagements are typically not considered distinct and are regularly combined and accounted for as one performance obligation. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed or when deliverables are provided. In situations where the contracts have significant contract performance guarantees, the performance guarantees are estimated and accounted for as a form of variable consideration when determining the transaction price. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge in order to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. Occasionally, the Company’s entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report for which client acceptance is required. However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous benefit provided to the Company’s customers.

Consulting arrangements can require significant estimates for the transaction price and estimated number of hours within an engagement. These estimates are based on the expected value which is derived from outcomes from historical contracts that are similar in nature and forecasted amounts based on anticipated savings for the new agreements. The transaction price is generally constrained until the target transaction price becomes more certain.

Other Miscellaneous Revenue:

•Revenue from PINC AI data licenses which provide customers data from the PINC AI healthcare database. The revenue from the data deliverables is recognized upon delivery of the data.

•Revenue from performance improvement collaboratives that support the Company’s offerings in cost management, quality and safety, and value-based care is recognized over the service period as the services are provided, which is generally one to three years. Performance improvement collaboratives revenue is considered one performance obligation and is generated by providing customers access to online communities whereby data is housed and available for analytics and benchmarking.

•Insurance services management fees are recognized in the period in which such services are provided. Commissions from insurance carriers for sponsored insurance programs are earned by acting as an intermediary in the placement of effective insurance policies. Under this arrangement, revenue is recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the customer and is constrained for estimated early terminations.

95

Contigo Health:

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

Remitra:

Revenue for Remitra primarily consists of fees from healthcare suppliers and providers as well as members and other customers. For fixed fee contracts, revenue is recognized in the period in which the services have been provided. For variable rate contracts, revenue is recognized as customers are invoiced. Additional revenue consists of fees from check replacement services which consist of monthly rebates from bank partners.

Multiple Deliverable Arrangements

The Company enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions, term licenses and consulting services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. On occasion, agreements may range up to ten years. The Company uses judgment in determining the stand-alone selling price (“SSP”) for products and services. Revenue, including both fixed and variable consideration, is allocated to the individual performance obligations within the arrangement based on the SSP. The Company typically establishes a SSP range for products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, the Company applies observable inputs using the value relationship between support and term license and the average economic life of the products.

Cost of Revenue and Operating Expenses

Cost of Revenue

Cost of services and software licenses revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including consulting services to members and other customers, third-party administrator services and implementation services related to SaaS informatics tools and licensed software products along with associated amortization of certain capitalized contract costs. Cost of services and software licenses revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internally-developed software.

Cost of products revenue consists of purchase and logistics costs for direct sourced medical products and commodity products.

Operating Expenses

Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees, indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, expenses incurred to maintain the Company’s software-related products and services and other general overhead expenses. SG&A expenses can also include impairment of goodwill, intangibles or other long-lived assets.

Research and development expenses consist of employee-related compensation and benefits expenses and third-party consulting fees of technology professionals for internally-developed computer software that are incurred prior to reaching technological feasibility.

Amortization of purchased intangible assets includes the amortization of all identified definite-lived intangible assets resulting from acquisitions.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are reflected in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income and were $7.8 million, $7.0 million and $6.5 million for the years ended June 30, 2024, 2023 and 2022, respectively.

96

Income Taxes

The Company accounts for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets when, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized.

The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company’s tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities.

In determining the Company’s tax expense for financial reporting purposes, the Company establishes a reserve when there are transactions, calculations and tax filing positions for which the tax determination is uncertain and it is more likely than not that such positions would not be sustained upon examinations.

The Company adjusts its tax reserve estimates periodically based on the changes in facts and circumstances, such as ongoing examinations by, and settlements with, various taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax reserves and related estimated interest charges that are considered appropriate. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense.

Comprehensive Income

Comprehensive income includes all changes in stockholders’ equity during a period from non-owner sources. Net income and other comprehensive income are reported, net of their related tax effect, to arrive at comprehensive income.

Basic and Diluted Earnings per Share (“EPS”)

Basic EPS is calculated by dividing net income attributable to stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potentially issuable dilutive shares of Class A common stock (“Common Stock”), unless the effect of such inclusion would result in the reduction of a loss or the increase in income per share. Diluted EPS is calculated by dividing net income attributable to stockholders by the weighted average number of shares of common stock increased by the dilutive effects of potentially issuable dilutive shares of Common Stock during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method.

Recently Issued Accounting Standards Not Yet Adopted

In October 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”), which modifies the disclosure or presentation requirements of a variety of topics in the codification. ASU 2023-06 will be effective for the Company on the date of the SEC’s removal of the related guidance from Regulation S-X or Regulation S-K becomes effective, or for the fiscal year beginning July 1, 2028, at the latest. Early adoption is prohibited. The Company has preliminarily evaluated the new standard and acknowledges the standard will result in enhanced disclosures.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant expenses. ASU 2023-07 will be effective for the Company for the fiscal year beginning July 1, 2024. Early adoption is permitted. The Company has preliminarily evaluated the new standard and acknowledges the standard will result in enhanced disclosures.

(3) BUSINESS ACQUISITIONS

Acquisition of TRPN Direct Pay, Inc. and Devon Health, Inc. Assets

On October 13, 2022, the Company, through its consolidated subsidiary Contigo Health, LLC (“Contigo Health”), acquired certain assets (the “TRPN Transferred Assets”) of TRPN Direct Pay, Inc. and Devon Health, Inc. (collectively, “TRPN”), including contracts with more than 500,000 providers (collectively, the “Assumed Contracts”), and agreed to assume certain liabilities and obligations of TRPN with regard to the Assumed Contracts (referred to as the “TRPN acquisition”). The TRPN Transferred Assets relate to businesses of TRPN focused on improving access to quality healthcare and reducing the cost of medical claims through pre-negotiated discounts with network providers, including acute care hospitals, surgery centers,

97

physicians and other continuum of care providers in the United States. Contigo Health also agreed to license proprietary cost containment technology of TRPN.

The purchase price paid by the Company to complete the TRPN acquisition consisted of cash of $177.5 million, funded with borrowings under the Company’s Credit Facility (as defined in Note 9 - Debt and Notes Payable) and cash on hand, of which $17.8 million was placed in escrow to satisfy indemnification obligations of TRPN to Contigo Health and its affiliates and other parties related thereto under the purchase agreement governing the TRPN acquisition.

The Company has accounted for the TRPN acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values. The total fair value initially assigned to intangible assets acquired was $116.6 million, consisting primarily of the provider network.

The TRPN acquisition resulted in the initial recognition of $60.9 million of goodwill attributable to the anticipated profitability of TRPN, based on the purchase price paid in the acquisition compared to the fair value of the net assets acquired. The TRPN acquisition was considered an asset acquisition for income tax purposes. Accordingly, the Company expects tax goodwill to be deductible for tax purposes. As of June 30, 2024, the intangible assets and goodwill recognized as a result of the TRPN acquisition were fully impaired (see Note 8 - Goodwill and Intangible Assets).

TRPN has been integrated within Premier under Contigo Health and is reported as part of the Performance Services Segment. Pro forma results of operations for the acquisition have not been presented because the effects on revenue and net income were not material to the Company’s historical consolidated financial statements.

(4) INVESTMENTS

Investments in Unconsolidated Affiliates

The Company’s investments in unconsolidated affiliates consisted of the following (in thousands):

	Carrying Value				Equity in Net (Loss) Income
	June 30,				Year Ended June 30,
	2024		2023		2024		2023		2022
FFF	$	136,080	$	136,080	$	—	$	8,571	$	16,614
Exela	32,259		32,905		(646)		5,172		1,733
Qventus	16,000		16,000		—		—		—
Prestige	14,850		15,503		640		921		4,303
Other investments	29,373		31,338		(289)		1,404		855
Total investments	$	228,562	$	231,826	$	(295)	$	16,068	$	23,505

The Company, through its indirect, wholly owned subsidiary Premier Supply Chain Improvement, Inc. (“PSCI”), held a 49% interest in FFF Enterprises, Inc. (“FFF”) through its ownership of stock of FFF at June 30, 2024 and 2023. On March 3, 2023, the Company and the majority shareholder of FFF amended the FFF shareholders’ agreement and as of the date of the amendment, the Company accounted for its investment in FFF at cost less impairments, if any, plus or minus any observable changes in fair value (refer to the Annual Report on Form 10-K for the fiscal year ended June 30, 2023, the “2023 Annual Report,” for additional information and details regarding the March 2023 amendment). The Company accounts for its investment in FFF as part of the Supply Chain Services segment.

The Company, through its consolidated subsidiary, ExPre Holdings, LLC (“ExPre”), held an approximate 6% interest in Exela Holdings, Inc. (“Exela”) through ExPre’s ownership of Exela Class A common stock at June 30, 2024 and 2023. At June 30, 2024 and 2023, the Company owned approximately 15% of the membership interest of ExPre, with the remainder of the membership interests held by 11 member health systems or their affiliates. The Company accounts for its investments in Exela using the equity method of accounting and includes the investment as part of the Supply Chain Services segment.

The Company, through PHSI, held an approximate 7% interest in Qventus, Inc. (“Qventus”) through PHSI’s ownership of Qventus Series C preferred stock at June 30, 2024 and 2023. The Company accounts for its investment in Qventus at cost less impairments, if any, plus or minus any observable changes in fair value. The Company includes Qventus as part of the Performance Services segment.

The Company, through its consolidated subsidiary, PRAM Holdings, LLC (“PRAM”), held an approximate 20% interest in Prestige Ameritech Ltd. (“Prestige”) through PRAM’s ownership of Prestige limited partnership units at June 30, 2024 and 2023. At June 30, 2024 and 2023, the Company owned approximately 26% of the membership interest of PRAM, with the

98

remainder of the membership interests held by 16 member health systems or their affiliates. The Company accounts for its investment in Prestige using the equity method of accounting and includes the investment as part of the Supply Chain Services segment.

Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must determine which of its unconsolidated investments, if any, are considered “significant subsidiaries.” In evaluating these investments, there are three tests utilized to determine if any unconsolidated subsidiaries are considered significant subsidiaries: the investment test, the asset test and the income test. Rule 3-09 of Regulation S-X requires the Company to include separate audited financial statements of any unconsolidated majority-owned subsidiary (unconsolidated subsidiaries in which the Company owns greater than 50% of the voting securities) in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information of unconsolidated subsidiaries in an annual report if any of the three tests exceeds 10%, and summarized financial information in a quarterly report if any of the three tests exceeds 20% pursuant to Rule 10-01(b)(1) of Regulation S-X.

The following table shows summarized unaudited results of operations information for FFF, which met the 10% asset test for the year ended June 30, 2022 (in thousands):

	Year Ended
	June 30, 2022
Revenue	$	2,728,855
Gross profit	150,980
Income from operations	55,379
Net income	33,215
Net income attributable to non-controlling interest	16,275

(5) FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table represents the Company's financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands):

	Fair Value of Financial Assets and Liabilities		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2024
Deferred compensation plan assets	$	61,198	$	61,198	$	—	$	—
Total assets	61,198		61,198		—		—
Earn-out liabilities	28,549		—		—		28,549
Total liabilities	$	28,549	$	—	$	—	$	28,549
June 30, 2023
Cash equivalents	$	77	$	77	$	—	$	—
Deferred compensation plan assets	55,566		55,566		—		—
Total assets	55,643		55,643		—		—
Earn-out liabilities	26,603		—		—		26,603
Total liabilities	$	26,603	$	—	$	—	$	26,603

Deferred compensation plan assets consisted of highly liquid mutual fund investments, which were classified as Level 1. The current portion of deferred compensation plan assets ($6.8 million and $5.2 million at June 30, 2024 and 2023, respectively) was included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets.

99

Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

FFF Put and Call Rights

On July 29, 2021, the FFF shareholders’ agreement was amended resulting in the termination of the FFF Put Right and the derecognition of the FFF Put Right liability.

In the event of a Key Man Event (generally defined in the shareholders’ agreement as the resignation, termination for cause, death or disability of the majority shareholder), the Company has a call right that requires the majority shareholder to sell its remaining interest in FFF to the Company, and is exercisable at any time within 180 calendar days after the date of a Key Man Event (the “Call Right”, together with the FFF Put Right, the “Put and Call Rights”). As of June 30, 2024 and 2023, the Call Right had zero value. In the event that either of these rights are exercised, the purchase price for the additional interest in FFF will be at a per share price equal to the earnings before interest, taxes, depreciation and amortization (“FFF EBITDA”) over the twelve calendar months prior to the purchase date multiplied by a market adjusted multiple, adjusted for any outstanding debt and cash and cash equivalents, divided by the number of shares of FFF common stock then outstanding (“Equity Value per Share”).

Earn-out liabilities

Earn-out liabilities have been established in connection with certain acquisitions, including the acquisition of substantially all of the assets and certain liabilities of Acurity, Inc. and Nexera, Inc. (the “Acurity and Nexera asset acquisition”) in February 2020. The earn-out liability related to the Acurity and Nexera asset acquisition was based upon the Company’s achievement of a range of member renewals on terms agreed to by the Company and Greater New York Hospital Association based on prevailing market conditions in December 2023. Earn-out liabilities are classified as Level 3 of the fair value hierarchy.

Acurity and Nexera Earn-out (a)

The earn-out liability arising from expected earn-out payments related to the Acurity and Nexera asset acquisition was measured on the acquisition date using a probability-weighted expected payment model and is remeasured periodically due to changes in management’s estimates of the number of transferred member renewals and market conditions. In determining the fair value of the contingent liabilities, management reviews the current results of the acquired business, along with projected results for the remaining earn-out period, to calculate the expected earn-out payment to be made based on the contractual terms set out in the acquisition agreement. At June 30, 2024, the most likely outcome was determined to be $30.0 million from an undiscounted range of outcomes between $0 and $30.0 million. A significant decrease in the probability could result in a significant decrease in the value of the earn-out liability. The fair value of the Acurity and Nexera earn-out liability at June 30, 2024 and 2023 was $28.5 million and $23.1 million, respectively.

	As of June 30,
Input assumptions	2024		2023
Probability of transferred member renewal percentage < 50%	—	%	5.0	%
Probability of transferred member renewal percentage between 50% and 65%	—	%	10.0	%
Probability of transferred member renewal percentage between 65% and 80%	—	%	25.0	%
Probability of transferred member renewal percentage > 80%	100.0	%	60.0	%
Credit spread	1.0	%	1.6	%

(a)The Acurity and Nexera earn-out liability was initially valued as of February 28, 2020.

100

A reconciliation of the earn-out liabilities is as follows (in thousands):

	Beginning Balance		Purchases/ (Settlements)(a)		(Gains)/Losses (b)		Ending Balance
Year Ended June 30, 2024
Earn-out liabilities	$	26,603	$	(1,375)	$	3,321	$	28,549
Total Level 3 liabilities	$	26,603	$	(1,375)	$	3,321	$	28,549
Year Ended June 30, 2023
Earn-out liabilities	$	22,789	$	1,460	$	2,354	$	26,603
Total Level 3 liabilities	$	22,789	$	1,460	$	2,354	$	26,603

_________________________________

(a)Settlements for the year ended June 30, 2024 represent payments on earn-out liabilities. Purchases for the year ended June 30, 2023 include an earn-out which had not been earned or paid as of June 30, 2023.

(b)Gains on level 3 liability balances will decrease the liability ending balance and losses on level 3 liability balances will increase the liability ending balance. (Gains) losses on earn-out liabilities are included in selling, general and administrative expenses on the Consolidated Statements of Income and Comprehensive Income.

Non-Recurring Fair Value Measurements

As a result of the August 2020 Restructuring, the Company recorded non-interest bearing notes payable to former limited partners during the first quarter of fiscal year 2021. Although these notes are non-interest bearing, they include a Level 2 input associated with an implied fixed annual interest rate of 1.8% (see Note 9 - Debt and Notes Payable).

During the year ended June 30, 2024, in conjunction with the Company’s assessment to determine whether it was more likely than not that the fair values of any of its reporting units were below their carrying amounts, the Company recorded pre-tax impairment charges in selling, general and administrative expense in the accompanying Consolidated Statements of Income and Comprehensive Income related to the Contigo Health reporting unit. The impairments, which included Level 3 inputs, related to property and equipment and goodwill and intangible assets (see Note 7 - Supplemental Balance Sheet Information and Note 8 - Goodwill and Intangible Assets, respectively), as well as $0.3 million for operating lease right-of-use assets.

Financial Instruments for Which Fair Value is Only Disclosed

The fair values of non-interest bearing notes payable, classified as Level 2, were equal to their carrying value at June 30, 2024 and June 30, 2023 based on an assumed market interest rate of 1.6%.

Other Financial Instruments

The fair values of cash, accounts receivable, accounts payable, accrued liabilities, and the Credit Facility (as defined in Note 9 - Debt and Notes Payable) approximated carrying value due to the short-term nature of these financial instruments.

(6) CONTRACT BALANCES

Contract Assets, Deferred Revenue and Revenue Share Obligations

The timing of revenue recognition, billings and cash collections results in accounts receivables, contract assets (unbilled receivables) and deferred revenue on the Consolidated Balance Sheets. Contract assets increased by $39.3 million during the year ended June 30, 2024 primarily due to revenue recognition from licensing contracts in Performance Services and increased gross administrative fees driven by higher members’ purchases. The revenue recognition from licensing contracts represents performance obligations that have been satisfied prior to customer invoicing offset by the timing of invoicing related to the licensing contracts as well as invoicing related to certain cost management consulting services where revenue is recognized as work is performed. Revenue share obligations increased by $30.5 million during the year ended June 30, 2024 compared to the year ended June 30, 2023 primarily due to an increase in gross administrative fees driven by higher members’ purchases in addition to a higher average revenue fee share percentage in the underlying revenue share arrangements.

Revenue recognized during the year ended June 30, 2024 that was included in the opening balance of deferred revenue at June 30, 2023 was $21.6 million, which is a result of satisfying performance obligations primarily within the Performance Services segment.

101

Performance Obligations

A performance obligation is a contractual obligation to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the agreement to transfer individual goods or services is not separately identifiable from other contractual obligations and, therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple phases or deliverable arrangements (licensing fees, software-as-a-service (“SaaS”) subscription fees, maintenance and support fees, and professional fees for consulting services).

Net revenue of $13.0 million was recognized during the year ended June 30, 2024 from performance obligations that were satisfied or partially satisfied on or before June 30, 2023. The net revenue recognized was driven by an increase of $7.8 million associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business and an increase of $5.2 million in net administrative fees revenue related to under-forecasted cash receipts received in the current period.

Net revenue of $4.1 million was recognized during the year ended June 30, 2023 from performance obligations that were satisfied or partially satisfied on or before June 30, 2022. The net revenue recognized was driven by an increase of $7.8 million in net administrative fees revenue related to under-forecasted cash receipts received in the current period. This increase was partially offset by a reduction of $3.7 million associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business.

Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of June 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $736.2 million. The Company expects to recognize 37% of the remaining performance obligations over the next twelve months, an additional 23% over the following twelve months and an additional 29% over the following 36 months, with the remainder recognized thereafter.

Contract Costs

The Company capitalizes the incremental costs of obtaining and fulfilling a contract, which include sales commissions and costs associated with implementing SaaS informatics tools. At June 30, 2024, the Company had $25.5 million in capitalized contract costs, including $16.1 million related to sales commissions and $9.4 million related to implementation costs. The Company recognized $11.0 million of related amortization expense for the year ended June 30, 2024.

At June 30, 2023, the Company had $24.4 million in capitalized contract costs, including $14.9 million related to sales commissions and $9.5 million related to implementation costs. The Company recognized $10.6 million of related amortization expense for the year ended June 30, 2023.

(7) SUPPLEMENTAL BALANCE SHEET INFORMATION

Accounts Receivable, Net

Trade accounts receivable consisted of amounts due for services and products from hospital and healthcare members, distributors and other customers.

Accounts receivable, net consisted of the following (in thousands):

	June 30,
	2024		2023
Trade accounts receivable	$	127,501	$	117,655
Other	648		518
Total accounts receivable	128,149		118,173
Allowance for credit losses	(1,455)		(2,878)
Accounts receivable, net	$	126,694	$	115,295

102

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

		June 30,
	Useful life	2024		2023
Capitalized software	2-5 years	$	856,730	$	785,260
Computer hardware	3-5 years	64,761		63,281
Furniture and other equipment	5 years	7,061		7,049
Leasehold improvements	Lesser of estimated useful life or term of lease	19,222		19,272
Total property and equipment		947,774		874,862
Accumulated depreciation and amortization		(742,063)		(662,554)
Property and equipment, net		$	205,711	$	212,308

Depreciation and amortization expense related to property and equipment was $81.7 million, $85.7 million and $85.2 million for the years ended June 30, 2024, 2023 and 2022, respectively. Unamortized capitalized software costs were $178.6 million and $175.0 million at June 30, 2024 and 2023, respectively.

During the year ended June 30, 2024, the Company incurred an impairment of long-lived assets of $9.8 million related to the Contigo Health reporting unit as the carrying value of the assets was not recoverable. During the year ended June 30, 2022, the Company incurred an impairment of long-lived assets of $12.7 million associated with capitalized software assets in the Supply Chain Services segment as the carrying value of the assets was not recoverable. The Company did not incur a material loss on disposal or impairment of long-lived assets during the year ended June 30, 2023.

Other Long-Term Assets

Other long-term assets consisted of the following (in thousands):

	June 30,
	2024		2023
Contract assets, less current portion	$	59,025	$	56,372
Capitalized contract costs	25,506		24,414
Notes receivable	4,040		4,700
Acurity prepaid contract administrative fee share, less current portion	—		9,700
Other (a)	14,219		14,929
Total other long-term assets	$	102,790	$	110,115

_________________________________

(a)Includes deferred loan costs, net of $2.7 million and $3.5 million as of June 30, 2024 and 2023, respectively.

Contract costs include capitalized sales commissions and implementation costs. See Note 6 - Contract Balances for further information.

The Company recorded amortization expense on deferred loan costs of $0.8 million, $0.7 million and $0.6 million the years ended June 30, 2024, 2023 and 2022, respectively. Amortization expense on deferred loan costs was recognized based on the straight-line method, which approximates the effective interest method, and was included in interest expense, net in the Consolidated Statements of Income and Comprehensive Income.

Pursuant to the Acurity and Nexera asset acquisition, the Company capitalized one-time rebates pursuant to the purchase agreement with Acurity, Inc. as prepaid contract administrative fee share.

103

Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):

	June 30,
	2024		2023
Reserve for uncertain tax positions	$	23,225	$	22,915
Earn-out liability, less current portion	—		23,128
Other	4,415		1,159
Total other long-term liabilities	$	27,640	$	47,202

Earn-out liabilities were established in connection with the Acurity and Nexera asset acquisition as well as other immaterial acquisitions. See Note 5 - Fair Value Measurements for further information.

(8) GOODWILL AND INTANGIBLE ASSETS

Fiscal Year 2024 Impairment

In connection with the preparation of its quarterly financial statements during the third quarter of fiscal year 2024, the Company assessed changes in circumstances that occurred during the quarter to determine whether it was more likely than not that the fair values of any of its reporting units were below their carrying amounts. While there was no single determinative event or factor, potential triggering events during the third quarter of fiscal year 2024 led the Company to conclude that when considering the events and factors in totality, it was more likely than not that the fair value of the Contigo Health reporting unit was below its carrying value at March 31, 2024. The Company also determined there were impairment indicators for the other long-lived assets within the Contigo Health reporting unit, which also represents the asset group for purposes of assessing the potential impairment of long-lived assets. The fair value of the reporting unit was computed using a discounted cash flow analysis. The discounted cash flow model uses thirteen-year forecasted cash flows plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. The Company’s significant assumptions in the discounted cash flow model include, but are not limited to, a discount rate utilizing a weighted average cost of capital and the amount and timing of expected future cash flows utilizing revenue growth rates (including perpetual growth rate) and EBITDA margin percentages. These assumptions were developed in consideration of current market conditions and future expectations, which include, but were not limited to, new product offerings, market demand and impacts from competition. As a result, during the third quarter of fiscal year 2024, the Company recorded impairment charges related to the Contigo Health reporting unit recorded in selling, general and administrative expense in the accompanying Consolidated Statements of Income and Comprehensive Income. The pre-tax impairment charges comprised of $16.5 million for goodwill, $96.1 million for the provider network, $11.9 million for customer relationships, $0.6 million for technology, $0.3 million for non-compete agreements and $4.6 million for other intangible assets. At June 30, 2024, the Contigo Health reporting unit’s goodwill and intangible assets were fully impaired.

Fiscal Year 2023 Impairment

During the year ended June 30, 2023, the Company recorded pre-tax goodwill impairment charges of $54.4 million and $2.3 million related to the Contigo Health and Direct Sourcing reporting units, respectively, in the accompanying Consolidated Statements of Income and Comprehensive Income.

Fiscal Year 2022 Impairment

During the year ended June 30, 2022, the carrying value of $4.4 million in customer relationships and $1.7 million in trade names in the Performance Services segment were not recoverable and the Company recorded an impairment on assets of $6.1 million in the accompanying Consolidated Statements of Income and Comprehensive Income.

Goodwill

A reconciliation of goodwill by segment is as follows (in thousands):

	Supply Chain Services		Performance Services		Total
June 30, 2023	$	386,206	$	626,149	$	1,012,355
Impairment	—		(16,503)		(16,503)
June 30, 2024	$	386,206	$	609,646	$	995,852

104

At June 30, 2024, the Company had accumulated impairment losses to goodwill at Supply Chain Services and Performance Services of $2.3 million and $70.9 million, respectively. At June 30, 2023, the Company had accumulated impairment losses to goodwill at Supply Chain Services and Performance Services of $2.3 million and $54.4 million, respectively.

Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands):

		June 30, 2024						June 30, 2023
	Useful Life	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Member relationships	14.7 years	$	386,100	$	(162,910)	$	223,190	$	386,100	$	(136,751)	$	249,349
Provider network	15.0 years	—		—		—		106,500		(5,029)		101,471
Technology	7.1 years	98,517		(73,441)		25,076		99,317		(67,581)		31,736
Customer relationships	9.3 years	41,430		(31,612)		9,818		57,930		(31,846)		26,084
Trade names	6.8 years	18,420		(13,574)		4,846		18,920		(11,983)		6,937
Non-compete agreements	5.2 years	17,315		(12,063)		5,252		17,715		(9,738)		7,977
Other (a)	4.1 years	3,432		(2,355)		1,077		9,232		(2,756)		6,476
Total		$	565,214	$	(295,955)	$	269,259	$	695,714	$	(265,684)	$	430,030

_________________________________

(a)Includes a $1.0 million indefinite-lived asset as of June 30, 2023.

The net carrying value of intangible assets by segment was as follows (in thousands):

	June 30,
	2024		2023
Supply Chain Services	$	238,622	$	269,710
Performance Services (a)	30,637		160,320
Total intangible assets, net	$	269,259	$	430,030

_________________________________

(a)Includes a $1.0 million indefinite-lived asset as of June 30, 2023.

The estimated amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands):

2025	$	38,189
2026	36,945
2027	34,294
2028	30,681
2029	28,687
Thereafter	100,463
Total amortization expense	$	269,259

(9) DEBT AND NOTES PAYABLE

Long-term debt and notes payable consisted of the following (in thousands):

	June 30,
	2024		2023
Credit Facility	$	—	$	215,000
Notes payable to members, net of discount	101,523		201,188
Other notes payable	1,008		2,280
Total debt and notes payable	102,531		418,468
Less: current portion	(102,531)		(316,211)
Total long-term debt and notes payable	$	—	$	102,257

105

Credit Facility

PHSI, along with its consolidated subsidiaries, Premier LP and PSCI (“Co-Borrowers”), and certain domestic subsidiaries of the Co-Borrowers, as guarantors, entered into a senior unsecured Amended and Restated Credit Agreement, dated as of December 12, 2022 (the “Credit Facility”). The Credit Facility has a maturity date of December 12, 2027, subject to up to two one-year extensions, and provides for borrowings of up to $1.0 billion with (i) a $50.0 million sub-facility for standby letters of credit and (ii) a $100.0 million sub-facility for swingline loans. The Credit Facility also provides that Co-Borrowers may from time to time (i) incur incremental term loans and (ii) request an increase in the revolving commitments under the Credit Facility, together up to an aggregate of $350.0 million, subject to the approval of the lenders providing such term loans or revolving commitment increase. The Credit Facility contains an unconditional and irrevocable guaranty of all obligations of Co-Borrowers under the Credit Facility by the current and future guarantors. Premier is not a guarantor under the Credit Facility.

At the Company’s option, committed loans under the Credit Facility may be in the form of secured overnight financing rate loans (“SOFR Loans”) or base rate loans. SOFR Loans bear interest at Term SOFR plus an adjustment of 0.100% (“Adjusted Term SOFR”) plus the Applicable Rate (defined as a margin based on the Consolidated Total Net Leverage Ratio (as defined in the Credit Facility)). Base rate loans bear interest at the Base Rate (defined as the highest of the prime rate announced by the administrative agent, the federal funds effective rate plus 0.500%, the one-month Adjusted Term SOFR plus 1.000% and 0.000%), plus the Applicable Rate. The Applicable Rate ranges from 1.250% to 1.750% for SOFR Loans and 0.250% to 0.750% for base rate loans. At June 30, 2024, the interest rates for SOFR Loans and base rate loans were 6.687% and 8.750%, respectively. Co-Borrowers are required to pay a commitment fee ranging from 0.125% to 0.225% per annum on the actual daily unused amount of commitments under the Credit Facility. At June 30, 2023, the weighted average interest rate on outstanding borrowings under the Credit Facility was 6.470%. At June 30, 2024, the commitment fee was 0.125%.

The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants, including, among others, limitations on liens, indebtedness, fundamental changes, dispositions, restricted payments and investments. The Company was in compliance with all such covenants at June 30, 2024. The Credit Facility also contains customary events of default, including cross-defaults of any indebtedness or guarantees in excess of $75.0 million. If any event of default occurs and is continuing, the administrative agent under the Credit Facility may, with the consent, or shall, at the request of a majority of the lenders under the Credit Facility, terminate the commitments and declare all of the amounts owed under the Credit Facility to be immediately due and payable.

Proceeds from borrowings under the Credit Facility may generally be used to finance ongoing working capital requirements, including permitted acquisitions, repurchases of Common Stock pursuant to any then-existing stock repurchase programs, dividend payments, if and when declared, and other general corporate activities. For the year ended June 30, 2024, the Company had no new borrowings and repaid $215.0 million of outstanding borrowings under the Credit Facility. The Company had no outstanding borrowings under the Credit Facility at June 30, 2024 with $995.0 million of available borrowing capacity after reductions for outstanding letters of credit.

During the years ended June 30, 2024 and 2023, interest expense on borrowings under the Credit Facility was $2.5 million and $12.7 million, respectively.

Notes Payable

Notes Payable to Former Limited Partners

At June 30, 2024, the Company had $101.5 million of notes payable to former limited partners, (“LP”), net of discounts on notes payable of $1.2 million, all of which was recorded to current portion of notes payable to former LPs in the accompanying Consolidated Balance Sheets. At June 30, 2023, the Company had $201.2 million of notes payable to former LPs, net of discounts on notes payable of $4.2 million, of which $99.7 million was recorded to current portion of notes payable to former LPs in the accompanying Consolidated Balance Sheets. The notes payable to former LPs were issued in connection with the early termination of the TRA as part of the August 2020 Restructuring. Although the notes payable to former LPs are non-interest bearing, pursuant to GAAP requirements, they were recorded net of imputed interest at a fixed annual rate of 1.8%. During the year ended June 30, 2024, the Company paid $102.7 million to members including imputed interest of $3.0 million. During the year ended June 30, 2023, the Company paid $102.7 million to members including imputed interest of $4.9 million.

Other

At June 30, 2024 and 2023, the Company had $1.0 million and $2.3 million in other notes payable, respectively, of which $1.0 million and $1.5 million, respectively, were included in current portion of long-term debt in the accompanying Consolidated Balance Sheets. Other notes payable do not bear interest and generally have stated maturities of three to five years from their date of issuance.

106

Future minimum principal payments on the notes as of June 30, 2024 are as follows (in thousands):

2025 (a)	$	103,693
Total principal payments	$	103,693

_________________________________

(a) There are no future minimum principal payments after 2025.

(10) LIABILITY RELATED TO THE SALE OF FUTURE REVENUES

On July 25, 2023, the Company sold the equity interest in its wholly-owned subsidiary, Non-Healthcare Holdings, LLC, pursuant to an equity purchase agreement with OMNIA (“Equity Purchase Agreement”) for a total purchase price of $723.8 million. As of June 30, 2024, the Company had received cash of $681.4 million, and in July 2024, the Company received the final payment of approximately $42.4 million. See Note 15 - Income Taxes for further income tax considerations on cash proceeds received as of June 30, 2024.

Pursuant to the terms of the Equity Purchase Agreement, OMNIA acquired Premier’s non-healthcare GPO member agreements which includes the associated net cash flows generated from administrative fees from purchasing on supplier contracts. In conjunction with the execution of the Equity Purchase Agreement, the Company and OMNIA entered into a 10 year channel partnership agreement (the “Channel Agreement”) pursuant to which OMNIA’s existing and newly acquired members will have access to Premier’s supplier portfolio in which 100% of the administrative fees generated will be remitted to OMNIA. Under the terms of the Channel Agreement, although the Company sold the rights to retain future net administrative fees from the non-healthcare GPO member agreements, the Company continues to maintain significant involvement in the generation of the gross administrative fees through its supplier portfolio. Additionally, the Company has the right to retain an “Royalty Fee” over the term of the Channel Agreement based on the continued growth of the non-healthcare GPO member agreements. Due to the Company’s continued involvement, the Company will continue to record net administrative fees from the non-healthcare agreements as revenue. The Company recorded the net proceeds from this transaction as a liability related to the sale of future revenues on the accompanying Consolidated Balance Sheets, which will be amortized using the effective interest method over the remaining contractual life of the Channel Agreement. The Company has no obligation to pay OMNIA any principal or interest balance on the sale of future revenues liability outside of the cash flows generated for administrative fees from the Channel Agreement.

As payments for administrative fees are remitted to OMNIA, the balance of Premier’s obligation will effectively be repaid over the term of the Channel Agreement. To determine the amortization of the liability related to the sale of future revenues, the Company estimated the total future revenues expected to be remitted over the life of the Channel Agreement less any Royalty Fees retained by the Company. Future payments will result in the reduction of the liability related to the sale of future revenues less interest expense. The Company calculated the effective interest rate based on future expected revenue, which resulted in an effective annual interest rate of 2.5%. The Company will maintain a consistent interest rate throughout the life of the Channel Agreement. This estimate contains significant assumptions that impact both the amount of liability and interest expense recorded over the life of the Channel Agreement, including estimated future revenues expected to be remitted to OMNIA, less any Royalty Fee retained and the effective annual interest rate. The Company will assess the estimated future cash flows related to the sale of future revenues for material changes at each reporting period. There are several factors that could materially affect the amount and timing of payments to OMNIA, and correspondingly, the amount of interest expense recorded, most of which are outside the Company’s control. Such factors include, but are not limited to, retention by OMNIA of the non-healthcare GPO members, growing the existing portfolio of non-healthcare members and general competition of GPOs.

Changes to any of these factors could result in an increase or decrease to expected future revenue and interest expense related to the sale of future revenues. To the extent the amount or timing of future payments varies materially from the original estimate, the Company will make a cumulative adjustment to the carrying amount of the liability, which will be recorded as a non-cash gain or loss in other income in the Consolidated Statements of Income and Comprehensive Income. For the year ended June 30, 2024, the Company did not record cumulative adjustments to the carrying amount of the liability.

At June 30, 2024, the Company had $651.2 million of debt related to the sale of non-healthcare GPO member contracts and associated future revenues, of which $51.8 million was recorded to current portion of the liability related to the sale of future revenues in the accompanying Consolidated Balance Sheets. For the year ended June 30, 2024, the Company recorded $55.3 million in revenue that was sold to OMNIA in net administrative fees and $14.2 million in imputed interest expense related to the sale of future revenues in interest expense, net in the Consolidated Statements of Income and Comprehensive Income.

107

The following table shows the activity of the liability related to the sale of future revenues since the transaction inception through June 30, 2024 (in thousands):

	June 30, 2024
Proceeds from the sale of future revenues	$	681,427
Imputed interest expense associated with the sale of future revenues	14,201
Payments against the liability related to the sale of future revenues	(44,407)
Liability related to the sale of future revenues	$	651,221

(11) STOCKHOLDERS' EQUITY

As of June 30, 2024, there were 105,027,079 shares of the Company’s Common Stock, par value $0.01 per share, outstanding.

On February 5, 2024, the Company announced that its Board of Directors approved a new share repurchase authorization for up to $1.0 billion of its common stock and that the Company entered into entered into an accelerated share repurchase agreement (the “ASR Agreement”) pursuant to the share repurchase authorization. Repurchases of the Company’s common stock under the share repurchase authorization may occur from time to time through June 30, 2025, in open market purchases, privately negotiated transactions, accelerated or other structured repurchase programs or other means, subject to compliance with applicable securities laws and other legal requirements. After giving effect to the accelerated share repurchase transaction pursuant to the ASR Agreement, which was completed in July 2024, the Company has remaining authorization to repurchase up to $600.0 million of its Common Stock pursuant to the share repurchase authorization.

On February 5, 2024, the Company entered into the ASR Agreement with Bank of America, N.A. (“Bank of America”) to repurchase an aggregate of $400.0 million of shares of the Company’s Common Stock, excluding fees and expenses. Under the terms of the ASR Agreement, the Company made a payment of $400.0 million to Bank of America and, on February 8 and 9, 2024, received initial deliveries of an aggregate of 15.0 million shares of the Company’s Common Stock, or $320.0 million, based on the closing price on February 7, 2024 of $21.29 per share.

The initial delivery of shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. The ASR Agreement was accounted for as a treasury stock transaction and forward stock purchase contract. The shares delivered were recorded in treasury stock and immediately retired and recorded to retained earnings, and the unsettled portion of the ASR Agreement was recorded in additional paid-in capital in the Company’s Consolidated Balance Sheet. The forward stock purchase contract is considered indexed to the Company’s own stock and is classified as an equity instrument. On July 11, 2024, as final settlement of the accelerated share repurchase transaction under the ASR Agreement, the Company received from Bank of America a delivery of 4.8 million shares of the Company’s Common Stock which were recorded in treasury stock and immediately retired and recorded to retained earnings. In total, the Company repurchased 19.9 million shares of Common Stock at an average price of $20.12 per share under the ASR Agreement, which represents the volume-weighted average share price of Common Stock during the term of the ASR Agreement less a price adjustment.

Holders of Common Stock are entitled to (i) one vote for each share held of record on all matters submitted to a vote of stockholders, (ii) receive dividends, when and if declared by the Board of Directors out of funds legally available, subject to any statutory or contractual restrictions on the payment of dividends and subject to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class of series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends or other distributions and (iii) receive pro rata, based on the number of shares of Common Stock held, the remaining assets available for distribution upon the dissolution or liquidation of Premier, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any.

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

(12) EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income attributable to the Company’s stockholders by the weighted average number of shares of common stock outstanding for the period. Except when the effect would be anti-dilutive, the

108

diluted earnings per share calculation, which is calculated using the treasury stock method, includes the impact of all potentially issuable dilutive shares of the Company’s Common Stock.

The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings per share (in thousands, except per share amounts):

	Year Ended June 30,
	2024		2023		2022
Numerator for basic and diluted earnings per share:
Net income attributable to stockholders (a)	$	119,544	$	175,026	$	265,867
Denominator for earnings per share:
Basic weighted average shares outstanding (b)	113,791		118,767		120,220
Effect of dilutive securities: (c)
Stock options	—		81		206
Restricted stock	553		524		510
Performance share awards	64		517		732
Diluted weighted average shares outstanding	114,408		119,889		121,668
Earnings per share attributable to stockholders:
Basic	$	1.05	$	1.47	$	2.21
Diluted	$	1.04	$	1.46	$	2.19

_________________________________

(a)Net income from continuing operations attributable to stockholders was calculated as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Net income	$	106,719	$	174,887	$	268,318
Net loss (income) attributable to non-controlling interest	12,825		139		(2,451)
Net income attributable to stockholders	$	119,544	$	175,026	$	265,867

(b)Weighted average number of common shares used for basic earnings per share excludes the impact of all potentially issuable dilutive shares of Common Stock for the years ended June 30, 2024, 2023 and 2022.

(c)For the year ended June 30, 2024, the effect of 1.1 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect and the effect of 0.2 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period.

For the year ended June 30, 2023, the effect of 0.4 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect and the effect of 0.3 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period.

For the year ended June 30, 2022, the effect of 0.6 million stock options and restricted stock units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect.

(13) STOCK-BASED COMPENSATION

Stock-based compensation expense is recognized over the requisite service period, which generally equals the stated vesting period. The Company does not estimate forfeiture rates but rather adjusts for forfeitures in the periods in which they occur. For the years ended June 30, 2024, 2023 and 2022, the associated deferred tax benefit was calculated at rates of 25% which represents the expected effective income tax rate at the time of the compensation expense deduction and differs from the Company’s current effective income tax rate. See Note 15 - Income Taxes for further information.

109

Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Pre-tax stock-based compensation expense	$	23,290	$	13,734	$	46,229
Deferred tax benefit (a)	4,991		3,174		8,787
Total stock-based compensation expense, net of tax	$	18,299	$	10,560	$	37,442

_________________________________

(a)For the years ended June 30, 2024, 2023 and 2022, the deferred tax benefit was reduced by $0.9 million, $0.3 million and $3.0 million, respectively, attributable to stock-based compensation expense that is nondeductible for tax purposes pursuant to Section 162(m) as amended by the Tax Cuts and Jobs Act of 2017.

Premier 2013 Equity Incentive Plan

The Premier 2013 Equity Incentive Plan, as amended and restated (and including any further amendments thereto, the “2013 Equity Incentive Plan”) provided for grants of up to 14.8 million shares of the Company’s Common Stock, all of which are eligible to be issued as non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units or performance share awards. On September 24, 2023, the 2013 Equity Incentive Plan expired; no new grants will be issued under the plan.

Premier 2023 Equity Incentive Plan

The Premier 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”), which became effective December 1, 2023 upon approval of Premier’s stockholders, provides for grants of up to 6.0 million shares of the Company’s Common Stock, all of which are eligible to be issued as non-qualified stock options, incentive stock options, stock appreciation rights, restricted shares, restricted stock units or performance share awards. As of June 30, 2024, there were approximately 5.9 million shares available for grant under the 2023 Equity Incentive Plan.

The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2024:

	Restricted Stock			Performance Share Awards			Stock Options
	Number of Awards	Weighted Average Fair Value at Grant Date		Number of Awards	Weighted Average Fair Value at Grant Date		Number of Options	Weighted Average Exercise Price
Outstanding at June 30, 2023	1,847,790	$	33.11	1,470,824	$	33.08	465,322	$	33.15
Granted	1,117,139	21.61		684,026	18.70		—	—
Vested/exercised	(575,907)	30.72		(458,905)	29.18		—	—
Forfeited	(187,293)	29.28		(117,742)	30.95		(21,742)	32.78
Outstanding at June 30, 2024	2,201,729	$	28.23	1,578,203	$	28.14	443,580	$	33.17
Stock options outstanding and exercisable at June 30, 2024							443,580	$	33.17

Restricted stock units and restricted stock awards issued prior to June 1, 2023 generally vest in full at the end of a three-year period for employees and a one-year period for directors. Beginning June 1, 2023, restricted stock units and restricted stock awards issued to employees generally vest in equal annual installments over a three-year period. Performance share awards issued and outstanding generally vest at the end of a three-year period subject to whether and to what extent performance targets are met. Stock options generally vest in equal annual installments over a three-year period. Stock options have a term of ten years from the date of grant. Vested stock options will generally expire on the earlier of the scheduled expiration date and twelve months after an employee’s termination with the Company; however, in certain termination circumstances, vested stock options will expire on the earlier of the scheduled expiration date and 90 days after an employee’s termination with the Company.

110

Unrecognized stock-based compensation expense at June 30, 2024 was as follows (in thousands):

	Unrecognized Stock-Based Compensation Expense		Weighted Average Amortization Period
Restricted stock	$	31,037	1.9 years
Performance share awards	6,075		1.6 years
Total unrecognized stock-based compensation expense	$	37,112	1.8 years

At June 30, 2024, there was no unrecognized stock-based compensation expense for outstanding stock options. There were no stock options exercised during the year ended June 30, 2024, and the stock options outstanding and exercisable at June 30, 2024 had zero aggregate intrinsic value.

(14) POST-RETIREMENT BENEFITS

The Company maintains a defined contribution 401(k) retirement savings plan which covers employees who meet certain age and service requirements. This plan allows for employee contributions of up to 30% and matching employer contributions of up to 4% of the total contributions, not to exceed certain limits. The Company’s 401(k) expense related to such matching of employee contributions was $13.3 million, $12.8 million and $12.1 million for the years ended June 30, 2024, 2023 and 2022, respectively.

The Company also maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of certain tax limits.

(15) INCOME TAXES

Significant components of consolidated income tax expense were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Current:
Federal	$	131,614	$	692	$	864
State	34,030		3,016		926
Total current tax expense	165,644		3,708		1,790
Deferred:
Federal	(103,491)		54,146		49,335
State	(19,082)		17,257		7,457
Total deferred tax (benefit) expense	(122,573)		71,403		56,792
Total income tax expense	$	43,071	$	75,111	$	58,582

111

Reconciliations between the Company’s income tax expense and taxes computed at the federal statutory tax rate of 21.0% for fiscal years ended June 30, 2024, 2023 and 2022 were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Tax at federal statutory rate	$	31,456	$	51,658	$	68,649
Partnership loss (income) not subject to tax	3,297		47		(701)
State taxes (net of federal benefit)	7,084		11,212		14,138
Remeasurement adjustments and other permanent items	3,110		4,628		8,118
Change in valuation allowance	771		52		(31,361)
Deferred tax remeasurement	(319)		7,720		(242)
Uncertain tax position	310		1,092		842
Research and development credit	(4,549)		(2,343)		(2,452)
Other	1,911		1,045		1,591
Total income tax expense	$	43,071	$	75,111	$	58,582
Effective tax rate	28.8 %		30.0 %		17.9 %

The fiscal year 2024 effective tax rate of 28.8% differs from the statutory income tax rate of 21.0% largely driven by non-controlling interest portion of the consolidated partnership loss not subject to tax by the Company and other permanent items offset by research and development credits. The increase in partnership loss (income) not subject to tax is driven by impairment charges related to the Contigo Health reporting unit.

The fiscal year 2023 effective tax rate of 30.0% differs from the statutory income tax rate of 21.0% largely driven by deferred tax remeasurement due to state tax rate changes.

The fiscal year 2022 effective tax rate of 17.9% differs from the statutory income tax rate of 21.0% primarily driven by the aforementioned one-time deferred tax remeasurement and valuation allowance release as a result of the Subsidiary Reorganization. At the consummation of the Subsidiary Reorganization on December 1, 2021, the Company recorded a one-time deferred tax benefit of $33.5 million, primarily driven by deferred tax remeasurement due to tax rate changes and a valuation allowance release.

Deferred Income Taxes

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2024 and 2023 were as follows (in thousands):

	June 30,
	2024		2023
Deferred tax assets
Purchased intangible assets and depreciation	$	496,174	$	558,622
Stock compensation	7,756		9,818
Accrued expenses	55,186		51,158
Net operating losses and credits	30,955		38,271
Sale of member contracts and associated future revenues to OMNIA	162,992		—
Partnership basis differences	45,447		14,399
Other	10,213		12,681
Total deferred tax assets	808,723		684,949
Valuation allowance for deferred tax assets	(5,375)		(4,604)
Deferred tax assets, net of valuation allowance	803,348		680,345
Deferred tax liabilities
Equity earnings	(20,738)		(20,644)
Other liabilities	(6,408)		(6,072)
Net deferred tax assets	$	776,202	$	653,629

112

As of June 30, 2024 and 2023, the Company had net deferred tax assets of $776.2 million and $653.6 million, respectively. The increase is largely attributable to the sale of member contracts and associated future revenues to OMNIA. During the year, the Company recorded a $162.5 million cash tax obligation associated with the sale of non-healthcare GPO member contracts and associated future revenues to OMNIA. During the year ended June 30, 2024, the Company made payments of $162.3 million for taxes related to the proceeds received from the sale of future revenues to OMNIA. The remaining $0.2 million is due during first quarter of fiscal year 2025. Additionally, the Company recorded an offsetting deferred tax asset of $163.0 million to be recorded to current income tax expense as the Company recognizes revenues associated with non-healthcare GPO member contracts.

At June 30, 2024, the Company had federal and state net operating loss carryforwards of $72.3 million and $110.2 million, respectively, primarily attributable to PHSI and PSCI. The resulting federal and state deferred tax assets were $15.2 million and $5.0 million, respectively. The definite-lived federal and state net operating loss carryforwards, primarily generated prior to fiscal year 2019, expire between the years ended June 30, 2025 through June 30, 2039 while the remaining federal and state net operating losses, primarily generated in fiscal year 2019 and beyond, can be carried forward indefinitely until utilized. A valuation allowance was established for federal and state losses as the Company believes it is more likely than not that a portion of these losses will not be realized in the near future.

At June 30, 2024, the Company had federal research and development credit carryforwards of $12.1 million. The federal credit carryforwards expire at various times between the years ended June 30, 2025 through June 30, 2040, until utilized. As a result of the Subsidiary Reorganization, the Company believes it is more likely than not that the majority of federal and state credit carryforwards will be realized in the near future; however, an additional valuation allowance was recorded during the year ended June 30, 2024 for $1.1 million of research and development credit carryforwards that the Company does not expect to be utilized before expiration.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. The Company assessed the future realization of the tax benefit of its existing deferred tax assets and concluded that it is more likely than not that a portion of the deferred tax assets will not be realized in the future. As a result, the Company recorded a valuation allowance of $5.4 million against its deferred tax assets at June 30, 2024. The valuation allowance increased compared to the $4.6 million valuation allowance recorded as of June 30, 2023.

Unrecognized Tax Benefits

The Company recognizes income tax benefits for those income tax positions determined more likely than not to be sustained upon examination, based on the technical merits of the positions. The reserve for uncertain income tax positions is included in other liabilities in the Consolidated Balance Sheets. Reconciliations of the beginning and ending gross amounts of the Company’s uncertain tax position reserves for the years ended June 30, 2024, 2023 and 2022 were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Beginning of year balance	$	16,912	$	17,124	$	16,704
Increases in prior period tax positions	316		189		120
Decreases in prior period tax positions	(1,308)		(752)		(63)
Reductions on settlements and lapse in statute of limitations	(16)		(16)		(21)
Increases in current period tax positions	698		367		384
End of year balance	$	16,602	$	16,912	$	17,124

If the Company were to recognize the benefits of these uncertain tax positions, the income tax provision would be impacted by $16.8 million, $16.3 million and $15.6 million, including interest and penalties and net of the federal and state benefit for income taxes, for the years ended June 30, 2024, 2023 and 2022, respectively. The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision. The amount of accrued interest and penalties was $6.1 million and $5.5 million at June 30, 2024 and 2023, respectively.

Federal tax returns for tax years June 30, 2020 through 2023 remain open as of June 30, 2024. The Company is subject to ongoing state and local examinations for various periods. Activity related to these examinations did not have a material impact on the Company’s financial position or results of operations.

113

(16) RELATED PARTY TRANSACTIONS

The Company’s 49% ownership share of net income of FFF, which was acquired on July 26, 2016, included in equity in net income of unconsolidated affiliates in the accompanying Consolidated Statements of Income and Comprehensive Income was $8.6 million and $16.6 million for the years ended June 30 2023 and 2022, respectively. As of March 3, 2023, the Company no longer recognizes equity earnings from FFF (see Note 4 - Investments). The Company maintains group purchasing agreements with FFF and receives administrative fees for purchases made by the Company’s members and other customers pursuant to those agreements. Net administrative fees revenue recorded from purchases under those agreements was $1.8 million, $5.7 million and $6.3 million during the years ended June 30, 2024, 2023 and 2022, respectively.

(17) COMMITMENTS AND CONTINGENCIES

Operating Leases

Operating lease expense was $9.7 million, $10.0 million and $10.1 million for the years ended June 30, 2024, 2023 and 2022, respectively. As of June 30, 2024, the weighted average remaining lease term was 2.1 years and the weighted average discount rate was 4%.

Future minimum lease payments under noncancelable operating leases with initial lease terms in excess of one year were as follows (in thousands):

2025	$	12,938
2026	9,469
2027	1,486
2028	166
2029	170
Thereafter	309
Total future minimum lease payments	24,538
Less: imputed interest	1,110
Total operating lease liabilities (a)	$	23,428

_________________________________

(a)As of June 30, 2024, the Company had $12.3 million of operating lease liabilities within other current liabilities in the accompanying Consolidated Balance Sheets.

Other Matters

The Company is not currently involved in any litigation it believes to be material. The Company is periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include stockholder derivative or other similar litigation, claims relating to commercial, product liability, tort and personal injury, employment, antitrust, intellectual property, or other regulatory matters. If current or future government regulations, including but not limited to those with respect to antitrust or healthcare laws, are interpreted or enforced in a manner adverse to the Company or its business, the Company may be subject to regulatory inquiries or investigations, enforcement actions, penalties and other material limitations which could have a material adverse effect on the Company’s business, financial condition and results of operations.

(18) SEGMENTS

The Company delivers its solutions and manages its business through two reportable business segments, the Supply Chain Services segment and the Performance Services segment. The Supply Chain Services segment includes the Company’s GPO, supply chain co-management, purchased services and direct sourcing activities. The Performance Services segment consists of three sub-brands: PINC AI, the Company’s technology and services platform; Contigo Health, the Company’s direct-to-employer business; and Remitra, the Company’s digital invoicing and payables automation business.

114

The following table presents disaggregated revenue by reportable business segment and underlying source (in thousands):

	Year Ended June 30,
	2024		2023		2022
Net revenue:
Supply Chain Services
Net administrative fees	$	620,831	$	611,035	$	601,128
Software licenses, other services and support	51,750		44,261		37,312
Services and software licenses	672,581		655,296		638,440
Products	213,722		244,659		393,506
Total Supply Chain Services (a)	886,303		899,955		1,031,946
Performance Services
Software licenses, other services and support
SaaS-based products subscriptions	179,601		187,618		193,586
Consulting services	92,560		80,292		64,087
Software licenses	85,168		72,376		65,621
Other (b)	103,000		95,891		77,689
Total Performance Services (a)	460,329		436,177		400,983
Total segment net revenue	1,346,632		1,336,132		1,432,929
Eliminations (a)	(271)		(37)		(28)
Net revenue	$	1,346,361	$	1,336,095	$	1,432,901

_________________________________

(a)Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material.

(b)Includes revenue from Contigo Health and certain revenue from Remitra and PINC AI.

Additional segment information related to depreciation and amortization expense, capital expenditures and total assets was as follows (in thousands):

	Year Ended June 30,
Depreciation and amortization expense (a):	2024		2023		2022
Supply Chain Services	$	55,290	$	54,425	$	55,424
Performance Services	65,983		71,006		64,674
Corporate	7,729		8,362		9,009
Total depreciation and amortization expense	$	129,002	$	133,793	$	129,107
Capital expenditures:
Supply Chain Services	$	33,299	$	26,545	$	29,677
Performance Services	46,504		51,532		51,298
Corporate	1,386		4,225		6,465
Total capital expenditures	$	81,189	$	82,302	$	87,440

	Year Ended June 30,
Total assets:	2024		2023
Supply Chain Services	$	1,510,935	$	1,317,076
Performance Services	1,105,100		1,209,353
Corporate	785,408		845,062
Total assets before eliminations	3,401,443		3,371,491
Eliminations (b)	6		(4)
Total assets	$	3,401,449	$	3,371,487

_________________________________

(a)Includes amortization of purchased intangible assets.

(b)Includes eliminations of intersegment transactions which occur during the ordinary course of business.

115

The Company uses Segment Adjusted EBITDA (a financial measure not determined in accordance with generally accepted accounting principles (“Non-GAAP”)) as its primary measure of profit or loss to assess segment performance and to determine the allocation of resources. The Company also uses Segment Adjusted EBITDA to facilitate the comparison of the segment operating performance on a consistent basis from period to period. The Company defines Segment Adjusted EBITDA as the segment’s net revenue less cost of revenue and operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition-related expenses and non-recurring or non-cash items. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative, and product development activities specific to the operation of each segment. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations.

For more information on Segment Adjusted EBITDA and the use of Non-GAAP financial measures, see “Our Use of Non-GAAP Financial Measures” within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

A reconciliation of income before income taxes to the unaudited Segment Adjusted EBITDA, a Non-GAAP financial measure, is as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Income before income taxes	$	149,790	$	249,998	$	326,900
Equity in net loss (income) of unconsolidated affiliates (a)	295		(16,068)		(23,505)
Interest (income) expense, net	(1,281)		14,470		11,142
Gain on FFF put and call rights (b)	—		—		(64,110)
Other (income) expense, net	(20,832)		(6,307)		9,646
Operating income	127,972		242,093		260,073
Depreciation and amortization	81,728		85,691		85,171
Amortization of purchased intangible assets	47,274		48,102		43,936
Stock-based compensation (c)	23,876		14,355		46,809
Acquisition- and disposition-related expenses	12,612		17,151		11,453
Strategic initiative and financial restructuring-related expenses	2,850		13,831		18,005
Deferred compensation plan expense (income) (d)	8,769		5,422		(9,401)
Impairment of assets	140,053		56,718		18,829
Other reconciling items, net	708		352		302
Total Non-GAAP Adjusted EBITDA (e)	$	445,842	$	483,715	$	475,177
Non-GAAP Adjusted EBITDA (e):
Supply Chain Services (f)	$	466,931	$	483,666	$	477,985
Performance Services (f)	113,440		123,556		126,302
Segment Adjusted EBITDA	580,371		607,222		604,287
Corporate	(134,529)		(123,507)		(129,110)
Total Non-GAAP Adjusted EBITDA	$	445,842	$	483,715	$	475,177

_________________________________

(a)Refer to Note 4 - Investments for further information.

(b)Refer to Note 5 - Fair Value Measurements for more information.

(c)Represents non-cash employee stock-based compensation expense and stock purchase plan expense of $0.6 million for the years ended June 30, 2024, 2023 and 2022.

(d)Represents changes in deferred compensation plan liabilities resulting from realized and unrealized gains and losses and dividend income on deferred compensation plan assets.

(e)The definition for Non-GAAP Adjusted EBITDA was revised from the definition reported in the 2023 Annual Report to exclude the impact of equity earnings in unconsolidated affiliates. For comparability purposes, prior year Non-GAAP financial measures are presented based on the current definition.

(f)Includes intersegment revenue which is eliminated in consolidation.

116

(19) QUARTERLY FINANCIAL DATA (UNAUDITED)

The following tables present unaudited summarized financial data by quarter for the years ended June 30, 2024 and 2023 (in thousands, except per share data):

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal Year 2024
Net revenue	$	318,752	$	334,745	$	342,596	$	350,268
Gross profit	210,582		221,283		220,333		235,814
Net income (loss)	42,410		52,866		(49,162)		60,605
Net loss attributable to non-controlling interest	2,351		1,436		8,967		71
Net income (loss) attributable to stockholders	44,761		54,302		(40,195)		60,676
Weighted average shares outstanding:
Basic	119,344		119,702		111,156		104,838
Diluted	120,133		120,057		111,156		105,596
Earnings (loss) per share attributable to stockholders:
Basic	$	0.38	$	0.45	$	(0.36)	$	0.58
Diluted	$	0.37	$	0.45	$	(0.36)	$	0.57

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal Year 2023
Net revenue	$	313,873	$	359,626	$	322,232	$	340,364
Gross profit	201,985		242,741		219,070		232,493
Net income	42,959		64,374		48,649		18,905
Net (income) loss attributable to non-controlling interest	(243)		(328)		(1,848)		2,558
Net income attributable to stockholders	42,716		64,046		46,801		21,463
Weighted average shares outstanding:
Basic	118,351		118,787		118,872		119,064
Diluted	120,033		119,652		119,816		120,061
Earnings per share attributable to stockholders:
Basic	$	0.36	$	0.54	$	0.39	$	0.18
Diluted	$	0.36	$	0.54	$	0.39	$	0.18

117

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of the end of the period covered by this Annual Report, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2024.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on its financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our chief executive officer and chief financial officer conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2024. In making this assessment, the chief executive officer and chief financial officer used the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, the COSO framework. Based upon this evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2024, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of June 30, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

Adoption of 10b5-1 Trading Plans by Our Officers and Directors

The table below sets forth SEC Rule 10b5-1 trading plans adopted by certain directors and executive officers (as defined in SEC Rule 16a-(f)) during the quarter ended June 30, 2024. All of these plans were adopted during the quarterly trading window under our Insider Trading Policy. Other than as set forth in the table, during the three months ended June 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading

118

arrangement” (as defined in Item 408(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

			Trading Arrangement
Name and Title	Action	Date	Rule 10b5-1(a)	Non-Rule 10b5-1(b)	Total Shares to be Sold(c)	Scheduled Expiration Date(d)
Andrew F. Brailo, Chief Commercial Officer	Adopt	06/03/2024	X		21,390	12/27/2024
Jody R. Davids, Director	Adopt	05/30/2024	X		13,600	12/27/2024

_________________________________

(a)10b5-1 trading plan intended to satisfy the affirmative defense of SEC Rule 10b5-1(c).

(b)“Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

(c)The numbers in this column represent the maximum number of shares of our Common Stock that may be sold pursuant to each trading plan. The actual number of shares sold pursuant to each trading plan will depend on the satisfaction of certain conditions set forth therein prior to expiration or termination of the plan.

(d)Each trading plan terminates on the earlier to occur of: (i) the expiration date listed in the table above; (ii) the first date on which all trades set forth in the plan have been executed; or (iii) such date the plan otherwise terminates according to its terms.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

119

PART III

We expect to file a definitive proxy statement relating to our 2024 Annual Meeting of Stockholders with the SEC pursuant to Regulation 14A, not later than 120 days after the end of our most recent fiscal year. Accordingly, certain information required by Part III of this Annual Report has been omitted under General Instruction G(3) to Form 10-K. Only the information from the definitive proxy statement that specifically addresses disclosure requirements of Items 10-14 below is incorporated by reference.

Item 10. Directors, Executive Officers and Corporate Governance

We will provide information that is responsive to this Item 10 in our definitive proxy statement for our 2024 Annual Meeting of Stockholders or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the captions “Item 1 - Election of Directors,” “Corporate Governance and Board Structure,” “Delinquent Section 16(a) Reports” and “Executive Officers,” and possibly elsewhere therein. That information is incorporated in this Item 10 by reference.

Code of Ethics

We maintain a Corporate Code of Conduct for all of our employees and officers, including the principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, and, where applicable, to directors. In addition, the Board of Directors is subject to a separate Board Code of Ethics and Board Conflict of Interest Policy (collectively, the “Board Codes”). The Corporate Code of Conduct, along with the Board Codes, can be found on our Investor website at investors.premierinc.com under “Corporate Governance-Governance Documents.” A copy of the Corporate Code of Conduct is available to any stockholder who requests it by writing to Investor Relations, Premier, Inc., 13034 Ballantyne Corporate Place, Charlotte, North Carolina 28277. We will disclose any substantive amendments to, or waivers (for directors or executive officers) from, certain provisions (relating to one or more elements of Item 4.06(b) of Regulation S-K) of the Corporate Code of Conduct and Board Codes on our website promptly following the date of such amendment or waiver.

Our website and information contained on it or incorporated in it are not intended to be incorporated in this Annual Report or other filings with the SEC.

Item 11. Executive Compensation

We will provide information that is responsive to this Item 11 in our definitive proxy statement for our 2024 Annual Meeting of Stockholders or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the captions “Corporate Governance and Board Structure,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” “Compensation Tables,” “Employment Agreements,” “Potential Payments Upon Termination,” “CEO Pay Ratio,” “Pay Versus Performance” and possibly elsewhere therein. That information is incorporated in this Item 11 by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We will provide information that is responsive to this Item 12 in our definitive proxy statement for our 2024 Annual Meeting of Stockholders or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Security Ownership of Certain Beneficial Owners and Management” and possibly elsewhere therein. That information is incorporated in this Item 12 by reference.

Equity Compensation Plan Information

The following table sets forth certain information about the shares of our Class A common stock (“Common Stock”) that may be issued under our stockholder approved Amended and Restated 2013 Equity Incentive Plan, 2023 Equity Incentive Plan and

120

2015 Employee Stock Purchase Plan as of June 30, 2024. We do not have any equity compensation plans under which shares of our Common Stock may be issued that have not been approved by our stockholders.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (c)
Equity compensation plans approved by security holders	4,223,512	$28.72	8,690,709
Equity compensation plans not approved by security holders	n/a	n/a	n/a
Total	4,223,512	$28.72	8,690,709

_________________________________

(a)The number reported in this column includes the following shares of our Common Stock: 0.4 million shares issuable upon the exercise of stock option awards outstanding under our 2013 Equity Incentive Plan; 2.2 million shares issuable upon the vesting and settlement of restricted stock units (RSUs) and performance share awards (PSAs) outstanding under our Amended and Restated 2013 Equity Incentive Plan; and 1.6 million shares issuable upon the vesting and settlement of RSUs and PSAs outstanding under our 2023 Equity Incentive Plan. The reported number assumes that outstanding PSAs are paid at target performance level. Actual shares of Common Stock that vest and are delivered pursuant to the PSAs may be higher or lower based upon actual performance over the measurement period. For more detailed information, see Note 13 - Stock-Based Compensation to the accompanying consolidated financial statements.

(b)The weighted average price calculation in this column only reflects outstanding stock option awards and not RSUs or PSAs. RSUs and PSAs vest and settle into shares of our Common Stock if and when specified conditions are achieved and without the payment of any exercise price by the award recipient.

(c)The shares of Common Stock reported in this column include 5.9 million shares that were available for future issuance as of June 30, 2024 as equity awards under our 2023 Equity Incentive Plan as well as 2.8 million shares that were available for future issuance as of June 30, 2024 under our 2015 Employee Stock Purchase Plan. Our 2013 Equity Incentive Plan expired in September 2023 and no new equity awards were issuable under that plan after its expiration.

Item 13. Certain Relationships and Related Transactions, and Director Independence

We will provide information that is responsive to this Item 13 in our definitive proxy statement for our 2024 Annual Meeting of Stockholders or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the captions “Related Person Transactions,” and “Corporate Governance and Board Structure,” and possibly elsewhere therein. That information is incorporated in this Item 13 by reference.

Item 14. Principal Accounting Fees and Services

We will provide information that is responsive to this Item 14 in our definitive proxy statement for our 2024 Annual Meeting of Stockholders or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Item 2 - Ratification of Appointment of Independent Registered Public Accounting Firm,” and possibly elsewhere therein. That information is incorporated in this Item 14 by reference.

121

PART IV

Item 15. Exhibits and Financial Statement Schedules

Documents as part of this Report:

(a) (1) The following consolidated financial statements are filed herewith in Item 8 of Part II above.

(i) Report of Independent Registered Public Accounting Firm

(ii) Consolidated Balance Sheets

(iii) Consolidated Statements of Income and Comprehensive Income

(iv) Consolidated Statements of Stockholders' Equity

(v) Consolidated Statements of Cash Flows

(vi) Notes to Consolidated Financial Statements

(2) Financial Statement Schedule

Schedule II Valuation and Qualifying Accounts

(in thousands)	Beginning Balance		Additions/(Reductions) to Expense or Other Accounts	Deductions	Ending Balance
Year ended June 30, 2024
Allowance for credit losses	$	3,763	469	655	$	3,577
Deferred tax assets valuation allowance	4,604		771	—	5,375
Year ended June 30, 2023
Allowance for credit losses	$	2,798	1,775	810	$	3,763
Deferred tax assets valuation allowance	4,552		52	—	4,604
Year ended June 30, 2022
Allowance for credit losses	$	2,284	2,153	1,639	$	2,798
Deferred tax assets valuation allowance	35,913		(31,361)	—	4,552

All other supplemental schedules are omitted because of the absence of conditions under which they are required.

(3) Exhibits

The exhibits listed in the accompanying Exhibit Index at the end of this Item 15 are filed as a part of this report.

(b) Exhibits

See Exhibit Index at the end of this Item 15.

(c) Separate Financial Statements and Schedule

None.

122

Exhibit Index

Exhibit No.	Description
2.1	Asset Purchase Agreement, dated as of September 6, 2022, among Contigo Health, LLC, TRPN Direct Pay, Inc. and Devon Health, Inc. (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed September 7, 2022)
3.1	Certificate of Incorporation of Premier, Inc. (Incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on August 26, 2013)
3.2	Amended and Restated Bylaws of Premier, Inc., effective as of January 25, 2024 (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on January 26, 2024)
4.1	Form of Class A common stock certificate (Incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1, Amendment No. 1, filed on September 16, 2013)
4.1.1	Description of Securities (Incorporated by reference to Exhibit 4.1.1 of our Annual Report on Form 10-K filed on August 25, 2020)
10.1	Premier, Inc. 2023 Equity Incentive Plan, effective December 1, 2023 (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 4, 2023)+
10.2	Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Premier, Inc. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on February 6, 2024)+
10.3	Amended and Restated Premier, Inc. 2013 Equity Incentive Plan, effective December 7, 2018 (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 7, 2018)+
10.4	Form of Performance Share Award Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.7 of our Annual Report on Form 10-K filed on August 23, 2019)+
10.5	Form of Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 of our Annual Report on Form 10-K filed on August 23, 2023)+
10.6	Form of Special Retention Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 of our Annual Report on Form 10-K filed on August 23, 2023)+
10.7	Form of Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.8 of our Annual Report on Form 10-K filed on August 23, 2019)+
10.8	Form of Special Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on April 26, 2022)+
10.9	Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.9 of our Annual Report on Form 10-K filed on August 23, 2018)+
10.10	Form of Stock Option Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.8 of our Annual Report on Form 10-K filed on August 23, 2017)+
10.11	Premier, Inc. Annual Incentive Compensation Plan, amended and restated effective August 5, 2020 (Incorporated by reference to Exhibit 10.8 of our Annual Report on Form 10-K filed on August 25, 2020)+
10.12	Senior Executive Employment Agreement dated as of September 13, 2013, by and between Craig S. McKasson and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.23 of our Registration Statement on Form S-1, Amendment No. 1, filed on September 16, 2013)+
10.13	Senior Executive Employment Agreement dated as of February 1, 2021 (effective May 1, 2021) by and between Michael J. Alkire and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed on February 2, 2021)+
10.14	Executive Employment Agreement dated as of July 1, 2016, by and between Leigh Anderson and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.21 of our Annual Report on Form 10-K filed on August 25, 2016)+
10.15	Executive Employment Agreement effective as of July 1, 2016, by and between David Klatsky and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.22 of our Annual Report on Form 10-K filed on August 25, 2016)+
10.16	Executive Employment Agreement effective as of July 1, 2017, by and between David A. Hargraves and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.21 of our Annual Report on Form 10-K filed on August 23, 2017)+

123

Exhibit No.	Description
10.17	Executive Employment Agreement dated September 18, 2013, by and between Andy Brailo and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on November 7, 2023)+
10.18	Executive Employment and Restrictive Covenant Agreement dated September 26, 2022, by and between Crystal Climer and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on November 7, 2023)+
10.19	Premier, Inc. Directors' Compensation Policy, as amended on January 23, 2020 (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on January 23, 2020)+
10.20	Premier, Inc. Form of Director Cash Award Agreement under the Premier, Inc. Directors' Compensation Policy (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on August 11, 2016)+
10.21	Form of Indemnification Agreement by and between each director and executive officer and Premier, Inc. (Incorporated by reference to Exhibit 10.29 of our Registration Statement on Form S-1, Amendment No. 1, filed on September 16, 2013)+
10.22	Premier, Inc. 2015 Employee Stock Purchase Plan (as amended and restated effective August 4, 2020) (Incorporated by reference to Exhibit 10.19 of our Annual Report on Form 10-K filed on August 25, 2020)+
10.23	Premier Healthcare Solutions, Inc. Amended and Restated Deferred Compensation Plan, dated September 26, 2014 (effective January 1, 2015), as amended on September 25, 2015 and October 24, 2018 (Incorporated by reference to Exhibit 10.20 of our Annual Report on Form 10-K filed on August 25, 2020)+
10.24	Amended and Restated Credit Agreement, dated as of December 12, 2022, by and among Premier Healthcare Alliance, L.P., Premier Supply Chain Improvement, Inc. and Premier Healthcare Solutions, Inc., as Co-Borrowers, certain domestic subsidiaries of Premier Services, LLC, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, other lenders from time to time party thereto, and Wells Fargo Securities, LLC, BofA Securities, Inc. JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, and Truist Securities, Inc. as Joint Lead Arrangers and Joint Book Managers. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed December 16, 2022)
10.25	Form of Restricted Stock Unit Agreement for Consultants (Incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on September 7, 2021)
10.26	Equity Purchase Agreement, dated June 14, 2023, by and among OMNIA Partners, LLC, Non-Healthcare Holdings LLC, Premier Supply Chain Improvement, Inc., Premier Healthcare Alliance, L.P., Acurity, LLC, Innovatix, LLC, Essensa Ventures, LLC, Premier Healthcare Solutions, Inc., and Premier, Inc. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 15, 2023)
10.27	Issuer Forward Repurchase Transaction agreement dated February 5, 2024, between Premier, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 7, 2024)
10.28	Form of Unit Exchange and Tax Receivable Acceleration Agreement, dated as of August 10, 2020 and effective as of July 1, 2020, by and among certain limited partners of Premier Healthcare Alliance, L.P, Premier Healthcare Alliance, L.P, Premier Services, LLC and Premier, Inc. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 11, 2020)
19.1	Insider Trading Policy of the Company*
19.2	Rule 10b5-1 Plan Policy of the Company*
21	Subsidiaries of the Company*
23	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm*
24	Power of Attorney (included on the signature page hereof)*
31.1	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of principal executive officer pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002‡
32.2	Certification of principal financial officer pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002‡
97	Dodd-Frank Compensation Recoupment Policy of the Company*
101.INS	Inline XBRL Instance Document*
101.SCH	Inline XBRL Taxonomy Extension Schema Document*

124

Exhibit No.	Description
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	The cover page from the Premier, Inc. Annual Report on Form 10-K for the year ended June 30, 2024, formatted in Inline XBRL (included in the Exhibit 101).*

*    Filed herewith

+    Indicates a management contract or compensatory plan or arrangement

‡    Furnished herewith

Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-36092. The SEC file number for our Registration Statement on Form S-1 is 333-190828.

Item 16. Form 10-K Summary

We have elected not to provide a summary.

125

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PREMIER, INC.
By:	/s/ MICHAEL J. ALKIRE
Name:	Michael J. Alkire
Title:	President and Chief Executive Officer
Date:	August 20, 2024

POWER OF ATTORNEY

Each person whose signature appears below hereby severally constitutes and appoints each of Craig S. McKasson and David L. Klatsky his/her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him/her in his/her name, place and stead, in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ MICHAEL J. ALKIRE	President and Chief Executive Officer and Director (principal executive officer)	August 20, 2024
Michael J. Alkire
/s/ CRAIG S. MCKASSON	Chief Administrative and Financial Officer and Senior Vice President (principal financial officer)	August 20, 2024
Craig S. McKasson
/s/ CRYSTAL B. CLIMER	Chief Accounting Officer and Senior Vice President, Finance (principal accounting officer)	August 20, 2024
Crystal B. Climer
/s/ JOHN T. BIGALKE	Director	August 20, 2024
John T. Bigalke
/s/ HELEN M. BOUDREAU	Director	August 20, 2024
Helen M. Boudreau
/s/ JODY R. DAVIDS	Director	August 20, 2024
Jody R. Davids
/s/ PETER S. FINE	Director	August 20, 2024
Peter S. Fine
/s/ MARC D. MILLER	Director	August 20, 2024
Marc D. Miller
/s/ MARVIN R. O’QUINN	Director	August 20, 2024
Marvin R. O'Quinn
/s/ RICHARD J. STATUTO	Director	August 20, 2024
Richard J. Statuto
/s/ ELLEN C. WOLF	Director	August 20, 2024
Ellen C. Wolf

126

EX-19.1

Exhibit 19.1

Insider Trading Policy

1. Purpose

To promote compliance with applicable securities laws by Premier, Inc., Premier Healthcare Solutions, Inc., Premier Healthcare Alliance, L.P. and their respective subsidiaries (“Premier” or the “Company”) and all directors, officers and employees thereof, in order to preserve the reputation and integrity of Premier as well as that of persons affiliated therewith.

2. Scope

Applies to all to all directors, officers and employees of the Company as well as contractors or consultants designated as being covered from time to time. Every director, officer and employee of the Company and other designated covered individuals must read and retain this Policy. Unless the context otherwise requires, references to the “Company” in this Policy refer to the Company, Premier Healthcare Alliance, L.P. and their respective subsidiaries.

3. Definitions

Company Securities – Shares of Class A Common Stock or other capital stock or securities of the Company.

Covered Person – Any (i) director, officer or other employee or designated contractor or consultant of the Company, (ii) agent or advisor of the Company (such as its auditors or attorneys), (iii) person identified as a Restricted Insider, or (iv) Related Person thereof.

Insider – Any person (including Covered Persons) who possesses material, nonpublic information.

Material Information – The materiality of information depends upon the circumstances. Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if the facts would have been viewed by the reasonable investor as having significantly altered the “total mix” of information publicly available. Material information can be positive or negative and can relate to virtually any aspect of a company’s business and impact the value of any type of security – debt or equity. Examples:

•Unpublished financial results or projections

•News of a pending or proposed transaction, such as a significant merger, acquisition, divestiture or joint venture

•Stock splits or dividends, stock repurchases, calls for redemption of securities and other events regarding the Company’s outstanding securities

•Acquisition or loss of a significant member contract

•Development of a significant new product or process

•Change in control or a change in management

•Change in auditors or auditor notification that the Company can no longer rely on an auditor’s report

•New equity or debt offerings or purchases (whether publicly or privately)

•Significant change in strategy or development involving corporate relationships

•Significant litigation exposure or regulatory action

•Significant cybersecurity incidents, vulnerabilities and breaches

•Impending bankruptcy or receivership

The above list is only illustrative; many other types of information may be considered “material,” depending on the circumstances. The materiality of particular information should be reviewed on a frequent basis. The Securities and Exchange Commission (SEC) has stated that there is no fixed quantitative threshold amount for determining materiality, and that even small quantitative changes can be qualitatively material.

Nonpublic Information –Information is “nonpublic” if it is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through such media as Dow Jones, Thomson Reuters, The Wall Street Journal, the Associated Press or United Press International. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.

In addition, even after a public announcement of material information, a reasonable period of time must elapse in order for the market to react to the information. Generally, and for purposes of this Policy, two full trading days following publication is viewed as a reasonable time period before such information is deemed to be public. Therefore, if an announcement is made before the commencement of trading on a Monday, Covered Persons may trade in Company Securities starting on Wednesday of that week, because two full trading days would have elapsed by then (all of Monday and Tuesday). If the announcement is made on Monday after trading begins, Covered Persons may not trade in Company Securities until Thursday. If the announcement is made on Friday after trading begins, Covered Persons may not trade in Company Securities until Wednesday of the following week.

Restricted Insider – Any Company director or executive officer required to file reports pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other individual designated as a Restricted Insider at the sole discretion of the Company.

Related Person – For purposes of this Policy includes (i) a Covered Person’s spouse and minor children and anyone else living in such person’s household, (ii) partnerships in which a Covered Person is a general partner, (iii) trusts of which a Covered Person is a trustee, (iv) estates of which a Covered Person is an executor and (v) other equivalent legal entities that a Covered Person controls. Although a Covered Person’s parent or sibling is not considered a Related Person (unless living in the same household), a parent or sibling may be a “tippee” for securities laws purposes. See item 9 below for a discussion of the prohibition on “tipping.”

POLICY

1.It is the Company’s policy that no Covered Person having material, nonpublic information relating to the Company may buy or sell Company Securities or engage in any other action to take advantage of, or pass on to others, such information. This Policy also applies to material, nonpublic information relating to any other company with publicly traded securities, including our members or suppliers, obtained in the course of employment by or association with Premier.

2.To avoid even the appearance of impropriety, additional restrictions on trading Company Securities apply to Restricted Insiders. Refer to items 13-16 below for more information.

3.Investing in Company Securities provides an opportunity to share in the future growth of the Company. Investment in the Company and sharing in the growth of the Company, however, does not mean short-range speculation based on fluctuations in the market. Such activities may put the personal gain of a Covered Person in conflict with the best interests of the Company and its stockholders.

Trading Requirements and Guidelines

4.Non-disclosure of Material Nonpublic Information.

4.1Material, nonpublic information is strictly confidential and must not be disclosed whether through written, oral or electronic means to anyone, except for legitimate authorized business purposes to persons within the Company or to external advisors such as investment banking advisors, outside legal counsel, and contractors or consultants whose positions or roles require them to know such information and who are bound by confidentiality obligations, until such information has been publicly released by the Company.

5.Prohibited Trading in Company Securities.

5.1No Covered Person may place a purchase or sell order or recommend that another person place a purchase or sell order in Company Securities including initial elections, changes in elections or reallocation of funds relating to 401(k) plan accounts, when such person has knowledge of material, nonpublic information concerning the Company. Further, no Covered Person may make loans, pledges, gifts, charitable donations or other contributions of Company Securities when such person has knowledge of material, nonpublic information concerning the Company. However, the following transactions are not covered by the foregoing restrictions (“Excepted Transactions”): (i) the exercise of options granted by the Company to purchase Company common stock, whether by paying the exercise price in cash or, if permitted under the terms of the stock option, via net exercise or other surrender of Company Securities, but expressly excluding any market sale of shares acquired upon exercise; (ii) the surrender of Company Securities to the Company, or the Company’s withholding of Company Securities otherwise issuable to a Covered Person, to satisfy any tax withholding obligations upon the exercise of stock options, the vesting of restricted stock, or the settlement of restricted stock units granted by the Company, in each case if permitted under the terms of the applicable equity award, (iii) purchases under the ESPP (as defined in item 6 below) pursuant to valid elections under the ESPP made as and when permitted under items 6 and 16 below, (iv) transactions mandated under a judicial divorce decree or marital settlement agreement which do not benefit any Covered Person (other than the benefit of any tax deductions that may result from such transaction), and (v) transactions pursuant to a compliant Rule 10b5-1 Plan (as defined in item 7 below).

6.Participation in the Premier Employee Stock Purchase Plan.

6.1Employees may participate in the Premier, Inc. Employee Stock Purchase Plan (ESPP) pursuant to its terms, subject to the limitations set forth in the ESPP and this Policy. Participation in the ESPP is equivalent to the decision to purchase Company Securities. Accordingly, transactions related to the ESPP, including elections to participate and sales of Company Securities acquired under the ESPP, must be made in accordance with this Policy though as provided in item 5.1 above ESPP purchases made under validly implemented ESPP elections are Excepted Transactions. See item 16 below for additional limitations on ESPP transactions by Restricted Insiders.

7.Sales Under SEC Rule 10b5-1.

7.1Covered Persons may elect to transact in Company Securities pursuant to contracts, plans or instructions complying with the requirements of Rule 10b5-1(c)(1) under the Exchange Act (“Rule 10b5-1 Plans”). Rule 10b5-1 Plans must be entered into in good faith while the Covered Person is not in possession of material, nonpublic information, and the adoption and maintenance of any such Rule 10b5-1 Plan by a Covered Person must comply with all other requirements of Rule 10b5-1(c) any and all policies of the Company applicable to such Covered Person with respect to the adoption and maintenance of Rule 10b5-1 Plans.

7.2The Company has established a Rule 10b5-1 Plan Policy that sets forth required terms, conditions, and procedures relating to the adoption, amendment and termination of Rule 10b5-1 Plans, and which specifies Covered Persons that are required to use Rule 10b5-1 Plans to buy or sell Company Securities in public markets.

8.Twenty-Twenty Hindsight.

8.1If securities transactions ever become the subject of scrutiny, they are likely to be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction relating to the Company Securities, an Insider should carefully consider how such person’s transaction may be construed in the bright light of hindsight.

9.“Tipping” Information to Others.

9.1Insiders may be liable for communicating or tipping material, nonpublic information to any third party (“tippee”), even if such third party is not a Related Person. Further, insider trading violations are not limited to trading or tipping by Insiders. Persons other than Insiders also can be liable for insider

trading, including tippees who trade on material, nonpublic information tipped to them and individuals who trade on material, nonpublic information which has been misappropriated.

9.2Tippees inherit an Insider’s duties and are liable for trading on material, nonpublic information illegally tipped to them by an insider. Similarly, just as Insiders are liable for the insider trading of their tippees, tippees who pass such information along to others who trade on such information will be liable. In other words, a tippee’s liability for insider trading is no different from that of an Insider. Tippees can obtain material, nonpublic information by receiving overt tips from others or through, among other things, conversations at social, business or other gatherings.

10.Speculation and Hedging Transactions Prohibited.

10.1No Covered Person may trade in options, warrants, puts or calls or similar instruments involving Company Securities or sell Company Securities “short.” Further, no Covered Person may hold Company Securities in margin accounts. Anyone may, of course, in accordance with this Policy and other Company policies, hold and exercise options granted to such person by the Company.

10.2Covered Persons are prohibited from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company Securities granted as compensation or held directly or indirectly by the Covered Person.

11.Trading in Other Securities.

11.1No Covered Person may place purchase or sell orders or recommend that another person place a purchase or sell order involving the securities of another company if such Covered Person learns of material, nonpublic information about such other company in the course of such Covered Person’s employment or other relationship with Premier.

12.Post-Termination/Separation Transactions.

12.1This Policy (other than the pre-clearance requirements of item 14) continues to apply to transactions in the Company Securities by a Covered Person following termination of employment or other services with the Company until the later of (i) 60 days following termination of employment or services or (ii) the date such Covered Person is no longer aware of material, nonpublic information.

Additional Restrictions and Requirements for Restricted Insiders

13.Trading Window.

13.1In addition to being subject to all of the other limitations in this Policy, Restricted Insiders may only buy or sell Company Securities in the public market during the period beginning two full trading days after the release of the Company’s quarterly earnings (by press release or filing of a Form 8-K current report) and ending at 4:00 pm Charlotte, North Carolina time on the seventh day of the third month of the then-current fiscal quarter (i.e., March 7, June 7, September 7 and December 7). Additionally, the Company may establish event-specific black-out periods from time to time which will further limit the time during which Restricted Insiders may buy or sell Company Securities in the public market. These blackout restrictions do not apply to Excepted Transactions.

14.Pre-Clearance.

14.1Restricted Insiders must obtain prior clearance from the Company’s General Counsel or his or her designee before (i) any purchases or sales of Company Securities (other than Excepted Transactions), and (ii) the adoption of any Rule 10b5-1 Plan. The General Counsel or his or her designee may consult as they deem necessary or appropriate with senior management of and/or counsel to the Company before clearing any proposed trade or trading plan. The determination of whether to clear a proposed purchase and sale or trading plan will be based on whether it raises insider trading concerns or other concerns under the federal or state securities laws and regulations, and in the discretion of the General Counsel or his or her designee may be based on any representations or certifications provided pursuant to item 14.2 below. Clearance of a transaction or a trading plan does not constitute guidance regarding the validity of the transaction or trading plan under applicable laws and regulations; and no representative of the Company assumes responsibility for, and pre-clearance of a transaction or plan

will not protect a trading party from, the consequences of prohibited insider trading. Furthermore, clearance of transaction or trading plans will not constitute advice regarding the investment aspects of any transaction. Clearance of a transaction, if given, is valid only for a 48-hour period. If the transaction order for a purchase or sale of Company Securities is not placed within that 48-hour period, clearance of such purchase or sale, as the case may be, must be re-requested. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.

14.2The General Counsel may establish such processes and procedures as he or she deems necessary or appropriate for purposes of the pre-clearance under 14.1 above. Such processes and procedures may include, without limitation, a process for written notification of a proposed transaction or trading plan, along with such representations relating to the clearance request as the General Counsel or his or her designee may specify, and accompanied by such certifications as they may deem necessary or appropriate as a condition to Company clearance of a transaction or trading plan.

15.Hardship Exceptions.

15.1In limited circumstances, the Company’s General Counsel may grant a hardship exception to a Covered Person who is subject to a blackout period and who has an unexpected and urgent need to sell Company Securities in order to generate cash.

However, a hardship exemption from a blackout period under this Policy is not an exception to insider trading laws. A transaction that may be necessary or seem justifiable for independent reasons including a need to raise money for a personal financial emergency is neither a general exception to this Policy nor a safeguard against prosecution for violation of insider trading laws. Hardship exemptions may be granted only by the General Counsel and must be requested at least two business days in advance of the proposed trade. Under no circumstances will a hardship exception be granted during an event-specific blackout period or to a director or executive officer.

16.ESPP Transactions by Restricted Insiders.

16.1Because transactions in the Company ESPP consist of purchases of Company Securities, Restricted Insiders must make their election to participate in the next upcoming ESPP purchase period during an open trading window and only after receipt of pre-clearance under this Policy, though as provided in item 5.1 above ESPP purchases made under validly implemented ESPP elections are Excepted Transactions. Automatic renewals of ESPP participants under the terms of the ESPP need not be pre-cleared if the terms of participation are not changed by the participant. Any participation changes permitted under the ESPP during a purchase period (such as payroll deduction amounts or withdrawals from the ESPP) must be pre-cleared during an open trading window by Restricted Insiders under this Policy prior to making any such changes.

The Consequences of Insider Trading

Individuals who trade on material, non-public information or tip information to others can be subject to an array of civil and criminal penalties. Violations are taken very seriously by the SEC, the federal agency responsible for enforcing the law in this area.

17.Potential sanctions include:

17.1.1Disgorgement of profits gained or losses avoided and interest thereon.

17.1.2A civil penalty of up to three times the profit gained or loss avoided.

17.1.3A bar from acting as an officer or director of a publicly traded company.

17.1.4A criminal fine (no matter how small the profit or the lack thereof) of up to $5 million.

17.1.5A jail term of up to 20 years.

18. These penalties can apply even if the individual is not a director or officer of the Company. The SEC has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, NASDAQ Capital Market and Financial Industry Regulatory Authority use sophisticated electronic surveillance techniques to uncover insider trading. In addition to the potentially severe civil and criminal penalties for violation of the

insider trading laws, violation of this Policy may result in the imposition by the Company of sanctions, including dismissal from the Company. A conviction or finding of liability for insider trading can also result in individuals being banned generally from employment in the securities or financial services industries or other employment, and even a mere allegation of insider trading can result in severe harm to professional and personal reputation.

Certification

19. It is a condition of employment or continued employment with the Company that every employee read and acknowledge acceptance of this Policy as requested by the Company.

Where to Go with Questions and Concerns

Direct questions regarding this Policy to the General Counsel or any person to whom the General Counsel has delegated responsibility for advising on this Policy.

EX-19.2

Exhibit 19.2

Rule 10b5-1 Plan Policy

1.Purpose

To be read in conjunction with the Company’s Insider Trading Policy (the “Insider Trading Policy”). Terms used in this Rule 10b5-1 Plan Policy and not otherwise defined have the meanings set forth in the Insider Trading Policy. Unless the context otherwise requires, references to the “Company” in this Policy refer to the Company, Premier Healthcare Solutions, Inc., Premier Healthcare Alliance, L.P., and their respective subsidiaries.

2.Scope

Applies to all to all directors, officers and employees of the Company as well as contractors or consultants designated as being covered from time to time. Every director, officer and employee of the Company and other designated covered individuals must read and retain this Policy. Unless the context otherwise requires, references to the “Company” in this Policy refer to the Company, Premier Healthcare Alliance, L.P. and their respective subsidiaries.

3.Definitions

Executive Team – The Company’s Chief Executive Officer, all of the Company’s other executive officers (those officers of the Company who are required by Section 16 of the Exchange Act to file reports on their transactions in the Company’s securities), as well as all other individuals on the Company’s executive leadership team from time to time.

Material Amendment or Modification – Includes, without limitation, any change to the amount, price or timing of the purchase or sale of securities (or change to a formula, algorithm or computer program that affect those terms).

Rule 10b5-1(c)under the Exchange Act – Provides an affirmative defense against allegations of insider trading. This affirmative defense is often referred to as a “safe harbor” from such allegations. The Rule 10b5-1(c) safe harbor is available to the Company’s employees, officers and directors who make trades pursuant to a trading “plan” that meets the requirements of the rule. A plan that meets the requirements of the Rule 10b5-1(c) safe harbor is referred to herein as a “Rule 10b5-1 Plan.” Rule 10b5-1 Plans may be used for purchases, sales, gifts or other transfers of securities.

POLICY

1.The Insider Trading Policy provides that covered persons may use Rule 10b5-1 Plans to transact in Company securities and transactions under such plans are exempt from certain requirements of the Insider Trading Policy.

2.As specified below, this Policy requires that certain covered persons must use Rule 10b5-1 Plans to conduct market transactions in Company securities, other than excepted transactions.

2.1.All Rule 10b5-1 Plans entered into by a covered person (and any amendment to, modification of, or termination of such a Rule 10b5-1 Plan) must comply with Rule 10b5-1 (including any amendment thereof).

2.2.In addition, all Rule 10b5-1 Plans entered into by covered persons from and after the adoption of this Policy (and any amendment to, modification of, or termination of any covered person’s Rule 10b5-1 Plan from and after such adoption, regardless of when the Rule 10b5-1 Plan was entered into) must meet the requirements of this Policy, except to the extent that this Policy is inconsistent with Rule 10b5-1 as it may be amended from time to time.

3.The Company has adopted this Policy in light of the current requirements of Rule 10b5-1 to promote compliance with that rule and to enable the Company’s efficient administration of Rule 10b5-1 Trading Plans.

4.However, at all times it remains a covered person’s responsibility to comply with laws and regulations relating to their transactions in Company securities, including any future changes that may be made to Rule 10b5-1.

Required Use of Rule 10b5-1 Plans

5.Members of the Company’s Board of Directors and the executive team are prohibited from buying or selling Company securities in the public market except pursuant to a compliant Rule 10b5-1 Plan or any Excepted Transaction.

Plan and Approval

6.Each Rule 10b5-1 Plan proposed to be entered into by a covered person must be approved in writing by the General Counsel or his/her designee prior to its effectiveness.

6.1.The Rule 10b5-1 Plan must be in writing and signed by the covered person.

6.2.The Rule 10b5-1 Plan must include a written representation by the covered person that the individual is not aware of any material nonpublic information concerning the Company and that he/she is adopting the Rule 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) and Rule 10b-5 of the Exchange Act.

6.3.The Company keeps a copy of each Rule 10b5-1 Plan in its files.

Timing of Plan

7.Each Rule 10b5-1 Plan used by a covered person must be adopted (a) when the trading window for the covered person is open under the Insider Trading Policy, if applicable, and (b) when the covered person does not otherwise possess material nonpublic information about the Company.

Timing of Plan Amendment and Modification; Termination of Plans

8.Rule 10b5-1 Plans may be amended or modified only: (a) when the trading window for the covered person is open under the Insider Trading Policy, if applicable; (b) when the covered person does not possess material nonpublic information about the Company; and (c) with the written approval of the General Counsel or his/her designee.

9.The Company must be promptly notified of any Rule 10b5-1 Plan termination.

Delayed Effectiveness of Adoption or Amendment/Modification

10.Each Rule 10b5-1 Plan used by a covered person must include a “cooling off’ period prior to the first trade under the plan, described below.

10.1.The “cooling off” period becomes applicable again to the same Rule 10b5-1 Plan if there is any material amendment or modification of that plan.

11.For executive officers and directors, the Rule 10b5-1 Plan must provide that the first transaction executed pursuant to the Rule 10b5-1 Plan may not occur until the later of (i) the 90th day after adoption or material amendment or modification of the plan and (ii) two business days following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted, amended or modified.

11.1.With respect to the period described in clause (ii), the required cooling off period need not exceed 120 days.

12.For covered persons who are not executive officers or directors, the Rule 10b5-1 Plan must provide that the first transaction executed pursuant to the Rule 10b5-1 Plan may not occur until thirty (30) daysfollowing the adoption or material amendment or modification of the Rule 10b5-1 Plan, as applicable.

Relationships with Plan Broker/Administrator; No Subsequent Influence

13.Each Rule 10b5-1 Plan used by a covered person must provide that the covered person may not communicate any material nonpublic information about the Company to the broker or other third party administering the plan or attempt to influence how the broker or such party executes (or exercises its discretion in executing) orders or other transactions under the Rule 10b5-1 Plan in any way.

Plan Specifications; Discretion Regarding Transactions Under the Plan

14.The Rule 10b5-1 Plan must authorize the broker or other third party administering the plan to effect the transactions called for by the plan without any control or influence by the covered person.

15.The Rule 10b5-1 Plan must specify the material parameters for the transactions to be effected under the plan. For example, for a plan that will provide for the purchase or sale of stock, the plan must specify the amount of stock to be purchased or sold during specified time periods and the price at which such stock is to be purchased or sold, or the plan may specify or set an objective formula (e.g., stock price thresholds) for determining the price and amount of stock to be purchased or sold during specified time periods.

16.The Company may require that the specified time periods contained in a covered person’s Rule 10b5-1 Plan during which sales could occur shall not coincide with the specified time periods in similar Rule 10b5-1 Plans adopted by other insiders (e.g., to avoid a particular part of a quarter when earnings will be released), or make other arrangements (such as sale volume limitations) to avoid a large number of sales occurring simultaneously or to comply with any required Company policy regarding stock ownership.

Only One Plan in Effect at Any Time

17.Unless otherwise approved by the Company’s General Counsel or his/her designee in situations where having multiple plans in place at one time is permissible under the provisions of Rule 10b5-1, a covered person may have only one Rule 10b5-1 Plan in effect at any time.

17.1.However, a covered person may adopt a new Rule 10b5-1 Plan to replace an existing Rule 10b5-1 Plan before the scheduled termination date of such existing Rule 10b5-1 Plan so long as the new Rule 10b5-1 Plan does not become effective prior to the completion of expiration of transactions under the existing Rule 10b5-1 Plan, in all cases consistent with Rule 10b5-1, and the new Rule 10b5-1 Plan must comply with the cooling off period and other requirements of this Policy.

17.2.In addition, a covered person may have in place an additional Rule 10b5-1 Plan in connection with sell-to-cover transactions as necessary to satisfy tax withholding obligations incident to the vesting of a compensatory award from the Company such as restricted stock, restricted stock units or stock appreciation rights and where the covered person does not control the timing of such sales.

Limitations on Single Trade Plans

18.During any 12-month period, a covered person may only enter into one Rule 10b5-1 Plan that is designed to effect the purchase or sale or other transfer of the total amount of the Company’s securities covered by the Rule 10b5-1 Plan in a single transaction; provided, however, a covered person may have in place an additional non-concurrent single-trade Rule 10b5-1 Plan during this same 12-month period in connection with sell-to-cover transactions as necessary to satisfy tax withholding obligations incident to the vesting of a compensatory award from the Company such as restricted stock, restricted stock units or stock appreciation rights and where the covered person does not control the timing of such sales.

Suspensions

19.Each Rule 10b5-1 Plan used by a covered person must provide for suspension of transactions under such plan if legal, regulatory, or contractual restrictions are imposed on the covered person, or other events occur, that would prohibit transactions under such plan.

Compliance with Rule 144

20.Executive officers and directors are responsible for compliance with Rule 144 under the Securities Act of 1933, as amended, including the filing of Form 144, as relating to their Rule 10b5-1 Plans.

Approved Brokers; Broker Obligation to Provide Notice of Trades

21.Rule 10b5-1 Plans must be entered into with brokers that are approved by the General Counsel or his/her designee, which he/she may accept or reject in his/her sole discretion based on factors he/she considers relevant, and which may include, without limitation, whether the form of Rule 10b5-1 Plan used by the broker is compliant with the applicable SEC rules and the terms of this Policy, and whether the broker processes and procedures are compliant with this Policy and consistent with the Company’s processes and procedures relating to the execution, recording and reporting of securities transactions.

22.Without limitation of the foregoing, executive officers and directors are responsible for ensuring that their broker will provide notice of any transactions under the Rule 10b5-1 Plan to the covered person and the Company promptly after close of trading markets on the day of the transaction.

Insider Obligation to Make Exchange Act Filings

23.Covered persons are responsible for making all filings required by the Exchange Act to report transactions under Rule 10b5-1 Plans.

Required Footnote Disclosure

24.Executive officers and directors must footnote all trades disclosed on Form 144 and comply with any checkbox requirement on Form 4 to indicate that the trades were made pursuant to a Rule 10b5-1 Plan.

Where to Go with Questions and Concerns

Contact the General Counsel with questions or concerns about this Policy.

EX-21

Exhibit 21

SUBSIDIARIES OF PREMIER, INC.

As of August 20, 2024

Name of Subsidiary	State/Province of Incorporation
Premier Healthcare Solutions, Inc. (1)	Delaware
Premier Services II, LLC (2)	Delaware
Premier Healthcare Alliance, L.P. (3)	California
Premier Marketplace, LLC (4)	Delaware
Premier Supply Chain Holdings, LLC (4)	Delaware
Premier Supply Chain Improvement, Inc. (4)	Delaware
Care to Care IPA, LLC (2)	New York
CECity.com, Inc. (2)	Pennsylvania
Contigo Health Holdings, LLC (2)	Delaware
Healthcare Insights, LLC (2)	Illinois
Premier IDS, LLC (2)	Delaware
Premier Insurance Management Services, Inc. (2)	Illinois
Premier Pharmacy Benefit Management, LLC (2)	Delaware
Stanson Health, Inc. (2)	Delaware
SUM Total, LLC	Delaware
TheraDoc, Inc. (2)	Delaware
Contigo Health, LLC (5)	Ohio
Acurity, LLC (6)	Delaware
Conductiv, Inc. (6)	North Carolina
Conductiv Contracts, LLC (6)	Delaware
Elements Canada, LLC (6)	Delaware
Innovatix, LLC (6)	Delaware
InnovatixCares, LLC (6)	Delaware
Innovatix Network, LLC (6)	Delaware
Intersectta, LLC (6)	Delaware
Nexera, LLC (6)	Delaware
Non-Healthcare Holdings LLC (6)	Delaware
NS3Health, LLC (6)	Florida
ProvideGx, LLC (6)	Delaware
SVS LLC (6)	North Carolina
Acro Pharmaceutical Services LLC (7)	Pennsylvania
Commcare Pharmacy - FTL, LLC (7)	Florida
Premier Specialty Pharmacy Solutions, LLC (7)	Florida
Premco LLC (8)	Virginia
Ostonics Quality Systems LLC (9)	Delaware

(1) Wholly owned by Premier, Inc.

(2) Wholly owned by Premier Healthcare Solutions, Inc.

(3) Wholly owned (directly and indirectly) by Premier Healthcare Solutions, Inc. Premier Healthcare Solutions, Inc. is the sole general partner, and Premier Services II, LLC is the sole limited partner of Premier Healthcare Alliance, L.P.

(4) Wholly owned by Premier Healthcare Alliance, L.P.

(5) Contigo Health Holdings, LLC holds a 93% interest.

(6) Wholly owned by Premier Supply Chain Improvement, Inc.

(7) Wholly owned by NS3Health, LLC.

(8) Premier Supply Chain Holdings, LLC holds a 51% interest.

(9) CECity.com, Inc. holds a 50% interest.

Premier, Inc. subsidiaries may conduct business under the Premier name, as well as under their entity name or variants thereof, and may also conduct business under the brand names of products and/or services offered by such entities as described on Premier's internet website at www.premierinc.com.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-8 No. 333-191484) pertaining to the 2013 Equity Incentive Plan of Premier, Inc.,

(2)Registration Statement (Form S-8 No. 333-229531) pertaining to the 2013 Equity Incentive Plan of Premier, Inc. (as amended and restated effective December 7, 2018),

(3)Registration Statement (Form S-8 No. 333-267009) pertaining to the 2013 Equity Incentive Plan of Premier, Inc. (as amended and restated effective December 7, 2018),

(4)Registration Statement (Form S-8 No. 333-204628) pertaining to the 2015 Employee Stock Purchase Plan of Premier, Inc.,

(5)Registration Statement (Form S-3/ASR No. 333-244415) of Premier, Inc., and

(6)Registration Statement (Form S-8 No. 333-275841) pertaining to the 2023 Equity Incentive Plan of Premier, Inc.;

of our reports dated August 20, 2024, with respect to the consolidated financial statements of Premier, Inc. and the effectiveness of internal control over financial reporting of Premier, Inc. included in this Annual Report (Form 10-K) of Premier, Inc. for the year ended June 30, 2024.

/s/ Ernst & Young LLP

Raleigh, North Carolina

August 20, 2024

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Alkire, certify that:

1.I have reviewed this annual report on Form 10-K of Premier, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 20, 2024

/s/ Michael J. Alkire

Michael J. Alkire

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Craig S. McKasson, certify that:

1.I have reviewed this annual report on Form 10-K of Premier, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 20, 2024

/s/ Craig S. McKasson

Craig S. McKasson

Chief Administrative and Financial Officer and Senior Vice President

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Premier, Inc. (“Premier”) on Form 10-K for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Alkire, President and Chief Executive Officer of Premier, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Premier.

/s/ Michael J. Alkire

Michael J. Alkire

President and Chief Executive Officer

August 20, 2024

A signed original of this written statement required by Section 906 has been provided to Premier, Inc. and will be retained by Premier, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. This written statement shall not be deemed filed by Premier, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to liability under that section, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Premier, Inc. specifically incorporates it by reference.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Premier, Inc. (“Premier”) on Form 10-K for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig S. McKasson, Chief Administrative and Financial Officer and Senior Vice President of Premier, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Premier.

/s/ Craig S. McKasson

Craig S. McKasson

Chief Administrative and Financial Officer and Senior Vice President

August 20, 2024

A signed original of this written statement required by Section 906 has been provided to Premier, Inc. and will be retained by Premier, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. This written statement shall not be deemed filed by Premier, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to liability under that section, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Premier, Inc. specifically incorporates it by reference.

EX-97

Exhibit 97

DODD-FRANK COMPENSATION RECOUPMENT POLICY

The Board of Directors of Premier, Inc. has adopted the following Dodd-Frank Compensation Recoupment Policy effective as of [•], 2023. It is the intention of the Board that this Dodd-Frank Recoupment Policy be interpreted and administered in a manner consistent with applicable laws and regulations and Securities Exchange listing requirements, including Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (and Rule 10D-1 promulgated thereunder), and Nasdaq Listing Rules 5608 and 5810(c)(2)(A)(iii). This Dodd-Frank Recoupment Policy applies to awards of Incentive-Based Compensation received on or after the Effective Date by Executive Officers of the Company. The prior Compensation Recoupment Policy shall apply to awards of Incentive-Based Compensation received before the Effective Date.

Definitions

“Board” means the Board of Directors of the Company.

“Committee” means the Compensation Committee of the Board of Directors of the Company.

“Company” means Premier, Inc.

“Effective Date” means [•].

“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Company. Executive officers of the Company’s subsidiaries are deemed Executive Officers of the Company if they perform such policymaking functions for the Company.

“Excess Incentive-Based Compensation” means the amount of Incentive-Based Compensation received by a current or former Executive Officer that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had the amount of such Incentive-Based Compensation been determined based on the accounting restatement, computed without regard to taxes paid by the Executive Officer. With regards to Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Excess Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, Excess Incentive-Based Compensation means a reasonable estimate of the effect of the accounting restatement on the applicable Financial Reporting Measure.

“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used to preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. “Stock price” and “total shareholder return” metrics are also Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission.

“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

“Lookback Period” means the three-year period preceding the date on which the Company is required to prepare an accounting restatement. For purposes of this definition, the date on which the Company is required to prepare an accounting restatement shall be deemed to be the earlier of (i) the date the Company’s Board, a committee of the Board, or the officer(s) of the Company authorized to take such action (if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement; and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement.

“Securities Exchange” means the securities exchange upon which the Company’s Class A Common Stock, par value $0.01 per share, trades.

Recoupment for an Accounting Restatement

The Company shall recover reasonably promptly any Excess Incentive-Based Compensation in the event that the Company is required to restate its financial statements due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error (i) in previously issued financial statements that is material to the previously issued financial statements or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The preceding sentence shall apply to Excess Incentive-Based Compensation received by any current or former Executive Officer: (a) after beginning service as an Executive Officer; (b) who served as an Executive Officer at any time during the performance period for the applicable Incentive-Based Compensation; (c) while the Company has a class of securities listed on a national securities exchange or a national securities association; and (d) during the Lookback Period. For purposes of this paragraph, Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.

If the Company is required to recoup Excess Incentive-Based Compensation following an accounting restatement based on adjustments to stock price or total shareholder return, the Company shall determine the amount of such Excess Incentive-Based Compensation subject to recoupment, which amount shall be a reasonable estimate of the effect of the accounting restatement on the applicable Financial Reporting Measure.

Notwithstanding the foregoing, if the Committee makes a determination that recovery would be impracticable, and one of the following enumerated conditions is satisfied, the Company need not recover such Excess Incentive-Based Compensation.

•Expenses Exceed Recovery Amount: The Company need not recover the Excess Incentive-Based Compensation at issue if the direct expense to be paid to a third party to assist in enforcing this Dodd-Frank Recoupment Policy would exceed the amount to be recovered; provided, however, that the Company must make a reasonable attempt to recover the Excess Incentive-Based Compensation and document such attempt(s) prior to the Committee’s determination that recovery would be impracticable. The Company must provide the documentation evidencing the attempt(s) to the Securities Exchange consistent with the listing standards of the Securities Exchange.

•Recovery Would Violate Home Country Law: The Company need not recover the Excess Incentive-Based Compensation at issue if recovery would violate home country law where that law was adopted prior to November 28, 2022; provided, however, that the Company must obtain an opinion of home country counsel, in a form acceptable to the Securities Exchange, that recovery would result in such violation. The Company must provide the opinion to the Securities Exchange consistent with the listing standards of the Securities Exchange.

•Recovery Would Violate ERISA Anti-Alienation Provisions: The Company need not recover the Excess Incentive-Based Compensation at issue if recovery would violate the anti-alienation provisions of the Employee Retirement Income Security Act of 1974, as amended, contained in 26 U.S.C. § 401(a)(13) or 26 U.S.C. § 411(a), or regulations promulgated thereunder.

Method of Recoupment

The Committee shall have the sole discretion and authority to determine the means, timing (which shall in all circumstances be reasonably prompt) and any other requirements by which any recoupment required by this Dodd-Frank Recoupment Policy shall occur and impose any other terms, conditions or procedures (e.g., the imposition of interest charges on un-repaid amounts) to govern the current or former Executive Officer’s repayment of Excess Incentive-Based Compensation.

Other Policy Terms

Any applicable award agreement, plan or other document setting forth the terms and conditions of any Incentive-Based Compensation or other compensation covered by this Dodd-Frank Recoupment Policy received on or after the Effective Date shall be deemed to (i) include the restrictions imposed herein; (ii) incorporate the Dodd-Frank Recoupment Policy by reference; and (iii) govern the terms of such award agreement, plan or other document in the event of any inconsistency. Eligibility for participation in and for payment under any such award agreement, plan or other document is contingent upon acceptance of the terms of this Dodd-Frank Recoupment Policy.

Any recoupment under this Dodd-Frank Recoupment Policy is in addition to, and not in lieu of, any other remedies or rights that may be available to the Company or its affiliates under applicable law, including, without limitation: (i) dismissing the current or former Executive Officer; (ii) adjusting the future compensation of the current or former Executive Officer; or (iii) authorizing legal action or taking such other action to enforce the current or former Executive Officer’s obligations to the Company or its affiliates as it may deem appropriate in view of all of the facts and circumstances surrounding the particular case.

Incentive-Based Compensation and other compensation paid to employees of the Company and its affiliates may also be subject to other recoupment or similar policies, and this policy does not supersede any such other policies. However, in the event of any conflict between any such policy and this Dodd-Frank Recoupment Policy, this policy shall govern. In addition, no Executive Officer shall be subject to recoupment more than one time with respect to the same compensation.

Current or former Executive Officers shall not be entitled to any indemnification by or from the Company or its affiliates with respect to any amounts subject to recoupment pursuant to this Dodd-Frank Recoupment Policy.

Administration

The Board has delegated the administration of this policy to the Committee. The Committee is responsible for monitoring the application of this policy with respect to all Executive Officers. The Committee shall have the sole authority to review, interpret, construe and implement, the provisions of this Dodd-Frank Recoupment Policy and to delegate to one or more executive officers and/or employees certain administrative and record-keeping responsibilities, as appropriate, with respect to the implementation of this Dodd-Frank Recoupment Policy; provided, however, that no such action shall contravene the federal securities laws. Any determinations of the Board or Committee under this Dodd-Frank Recoupment Policy shall be binding on the applicable individual.

The Board may amend, modify or change this Dodd-Frank Recoupment Policy, as well as any related rules and procedures, at any time and from time to time as it may determine, in its sole discretion, is necessary or appropriate.

XML

Cover - USD ($)
$ in Millions

12 Months Ended

Jun. 30, 2024

Aug. 15, 2024

Dec. 31, 2023

Cover [Abstract]

Document Type

10-K

Document Annual Report

true

Document Period End Date

Jun. 30, 2024

Current Fiscal Year End Date

--06-30

Document Transition Report

false

Entity File Number

001-36092

Entity Registrant Name

Premier, Inc.

Entity Incorporation, State or Country Code

DE

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

Title of 12(b) Security

Class A Common Stock, $0.01 Par Value

Trading Symbol

PINC

Security Exchange Name

NASDAQ

Entity Well Known Seasoned Issuer

Yes

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Large Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

ICFR Auditor Attestation Flag

true

Document Financial Statement Error Correction [Flag]

false

Entity Shell Company

false

Entity Public Float

$ 2,657.9

Entity Common Stock, Shares Outstanding

100,187,927

Documents Incorporated by Reference

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

Entity Central Index Key

0001577916

Document Fiscal Year Focus

2024

Document Fiscal Period Focus

FY

Amendment Flag

false

XML

Audit Information	12 Months Ended
	Jun. 30, 2024
Auditor Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Raleigh, North Carolina

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Assets
Cash and cash equivalents	$ 125,146	$ 89,793
Accounts receivable (net of $1,455 and $2,878 allowance for credit losses, respectively)	126,694	115,295
Contract assets (net of $1,248 and $885 allowance for credit losses, respectively)	335,831	299,219
Inventory	79,799	76,932
Prepaid expenses and other current assets	80,546	60,387
Total current assets	748,016	641,626
Property and equipment (net of $742,063 and $662,554 accumulated depreciation, respectively)	205,711	212,308
Intangible assets (net of $295,955 and $265,684 accumulated amortization, respectively)	269,259	430,030
Goodwill	995,852	1,012,355
Deferred income tax assets	776,202	653,629
Deferred compensation plan assets	54,422	50,346
Investments in unconsolidated affiliates	228,562	231,826
Operating lease right-of-use assets	20,635	29,252
Other assets	102,790	110,115
Total assets	3,401,449	3,371,487
Liabilities and stockholders' equity
Accounts payable	60,361	54,375
Accrued expenses	65,567	47,113
Revenue share obligations	292,792	262,288
Accrued compensation and benefits	101,366	60,591
Deferred revenue	19,642	24,311
Line of credit and current portion of long-term debt	1,008	216,546
Current portion of liability related to the sale of future revenues	51,798	0
Other current liabilities	52,506	50,574
Total current liabilities	746,563	815,463
Deferred compensation plan obligations	54,422	50,346
Operating lease liabilities, less current portion	11,170	21,864
Liability related to the sale of future revenues, less current portion	599,423	0
Other liabilities	27,640	47,202
Total liabilities	1,439,218	1,037,132
Commitments and contingencies (Note 17)
Stockholders' equity:
Treasury stock, at cost; 6,429,375 shares at both June 30, 2024 and 2023, respectively	(250,129)	(250,129)
Additional paid-in capital	2,105,684	2,178,134
Retained earnings	105,590	405,102
Accumulated other comprehensive loss	(29)	(8)
Total stockholders' equity	1,962,231	2,334,355
Total liabilities and stockholders' equity	$ 3,401,449	$ 3,371,487
Treasury stock (shares)	6,429,375	6,429,375
Related Party
Liabilities and stockholders' equity
Current portion of notes payable to former limited partners	$ 101,523	$ 99,665
long-term debt, less current portion and Notes payable to former limited partners, less current portion	0	101,523
Nonrelated Party
Liabilities and stockholders' equity
long-term debt, less current portion and Notes payable to former limited partners, less current portion	0	734
Class A Common Stock
Stockholders' equity:
Class A common stock, $0.01 par value, 500,000,000 shares authorized; 111,456,454 shares issued and 105,027,079 outstanding at June 30, 2024 and 125,587,858 shares issued and 119,158,483 outstanding at June 30, 2023	$ 1,115	$ 1,256

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Allowance for doubtful accounts	$ 1,455	$ 2,878
Allowance for credit losses	1,248	885
Property and equipment, accumulated depreciation	742,063	662,554
Intangible assets, accumulated amortization	$ 295,955	$ 265,684
Treasury stock (shares)	6,429,375	6,429,375
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock authorized (shares)	500,000,000	500,000,000
Common stock issued (shares)	111,456,454	125,587,858
Common stock outstanding (shares)	105,027,079	119,158,483

XML

Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Net revenue:
Net revenue	$ 1,346,361	$ 1,336,095	$ 1,432,901
Cost of revenue:
Cost of revenue	458,349	439,806	547,862
Gross profit	888,012	896,289	885,039
Operating expenses:
Selling, general and administrative	709,651	601,554	576,879
Research and development	3,115	4,540	4,151
Amortization of purchased intangible assets	47,274	48,102	43,936
Operating expenses	760,040	654,196	624,966
Operating income	127,972	242,093	260,073
Equity in net (loss) income of unconsolidated affiliates	(295)	16,068	23,505
Interest income (expense), net	1,281	(14,470)	(11,142)
Gain on FFF Put and Call Rights	0	0	64,110
Other income (expense), net	20,832	6,307	(9,646)
Other income, net	21,818	7,905	66,827
Income before income taxes	149,790	249,998	326,900
Income tax expense	43,071	75,111	58,582
Net income	106,719	174,887	268,318
Net loss (income) attributable to non-controlling interest	12,825	139	(2,451)
Net income attributable to stockholders	119,544	175,026	265,867
Comprehensive income:
Net income	106,719	174,887	268,318
Comprehensive loss (income) attributable to non-controlling interest	12,825	139	(2,451)
Foreign currency translation loss	(21)	(5)	(3)
Comprehensive income attributable to stockholders	$ 119,523	$ 175,021	$ 265,864
Weighted average shares outstanding:
Basic (shares)	113,791	118,767	120,220
Diluted (shares)	114,408	119,889	121,668
Earnings per share attributable to stockholders:
Basic (usd per share)	$ 1.05	$ 1.47	$ 2.21
Diluted (usd per share)	$ 1.04	$ 1.46	$ 2.19
Services and software licenses
Net revenue:
Net revenue	$ 1,132,639	$ 1,091,436	$ 1,039,395
Cost of revenue:
Cost of revenue	268,885	218,087	183,984
Net administrative fees
Net revenue:
Net revenue	620,831	611,035	601,128
Software licenses, other services and support
Net revenue:
Net revenue	511,808	480,401	438,267
Products
Net revenue:
Net revenue	213,722	244,659	393,506
Cost of revenue:
Cost of revenue	$ 189,464	$ 221,719	$ 363,878

XML

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Class A Common Stock	Common Stock Class A Common Stock	Treasury Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Jun. 30, 2021			122,533,000
Beginning balance at Jun. 30, 2021	$ 2,229,893		$ 1,225	$ 0	$ 2,059,194	$ 169,474	$ 0
Treasury stock, beginning balance (in shares) at Jun. 30, 2022				6,429,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A common stock under equity incentive plan (in shares)			1,843,000
Issuance of Class A common stock under equity incentive plan	37,766		$ 18		37,748
Issuance of Class A common stock under employee stock purchase plan (in shares)			105,000
Issuance of Class A common stock under employee stock purchase plan	3,851		$ 2		3,849
Treasury stock (in shares)			(6,429,000)	6,429,000
Treasury stock	(250,129)			$ (250,129)
Stock-based compensation expense	46,229				46,229
Repurchase of vested restricted units for employee tax-withholding	(10,866)				(10,866)
Net income	268,318					268,318
Net income (loss) attributable to non-controlling interest	0				2,451	(2,451)
Change in ownership of consolidated entity	60				202	(142)
Dividends	(97,082)					(97,082)
Distribution of investment in unconsolidated affiliate to non-controlling interests	(2,332)				4,095	(6,427)
Non-controlling interest in consolidated investments	23,145				23,145
Foreign currency translation adjustment	(3)						(3)
Ending balance (in shares) at Jun. 30, 2022			118,052,000
Ending balance at Jun. 30, 2022	$ 2,248,850		$ 1,245	$ (250,129)	2,166,047	331,690	(3)
Treasury stock, ending balance (in shares) at Jun. 30, 2021				0
Treasury stock, beginning balance (in shares) at Jun. 30, 2023	6,429,375			6,429,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A common stock under equity incentive plan (in shares)			967,000
Issuance of Class A common stock under equity incentive plan	$ 6,078		$ 9		6,069
Issuance of Class A common stock under employee stock purchase plan (in shares)			139,000
Issuance of Class A common stock under employee stock purchase plan	4,137		$ 2		4,135
Stock-based compensation expense	13,734				13,734
Repurchase of vested restricted units for employee tax-withholding	(13,427)				(13,427)
Net income	174,887					174,887
Net income (loss) attributable to non-controlling interest	0				(139)	139
Change in ownership of consolidated entity	106				106
Dividends	(100,883)					(100,883)
Distribution of investment in unconsolidated affiliate to non-controlling interests	(731)					(731)
Non-controlling interest in consolidated investments	1,019				1,019
Foreign currency translation adjustment	(5)						(5)
Other	590				590
Ending balance (in shares) at Jun. 30, 2023		119,158,483	119,158,000
Ending balance at Jun. 30, 2023	$ 2,334,355		$ 1,256	$ (250,129)	2,178,134	405,102	(8)
Treasury stock, ending balance (in shares) at Jun. 30, 2022				6,429,000
Treasury stock, beginning balance (in shares) at Jun. 30, 2024	6,429,375			6,429,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A common stock under equity incentive plan (in shares)			716,000
Issuance of Class A common stock under equity incentive plan	$ 7		$ 7
Issuance of Class A common stock under employee stock purchase plan (in shares)			184,000
Issuance of Class A common stock under employee stock purchase plan	3,754		$ 2		3,752
Treasury stock (in shares)			(15,031,000)	15,031,000
Treasury stock	(402,992)			$ (322,992)	(80,000)
Retirement of Class A common Stock (in shares)				(15,031,000)
Retirement of Class A common Stock	0		$ (150)	$ 322,992		(322,842)
Stock-based compensation expense	23,290				23,290
Repurchase of vested restricted units for employee tax-withholding	(6,771)				(6,771)
Net income	106,719					106,719
Net income (loss) attributable to non-controlling interest	0				(12,825)	12,825
Change in ownership of consolidated entity	104				104
Dividends	(96,214)					(96,214)
Foreign currency translation adjustment	(21)						(21)
Ending balance (in shares) at Jun. 30, 2024		105,027,079	105,027,000
Ending balance at Jun. 30, 2024	$ 1,962,231		$ 1,115	$ (250,129)	$ 2,105,684	$ 105,590	$ (29)
Treasury stock, ending balance (in shares) at Jun. 30, 2023	6,429,375			6,429,000

XML

Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Dividends declared (in usd per share)	$ 0.21	$ 0.21	$ 0.20

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Operating activities
Net income	$ 106,719	$ 174,887	$ 268,318
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	129,002	133,793	129,107
Equity in net loss (income) of unconsolidated affiliates	295	(16,068)	(23,505)
Deferred income taxes	(122,573)	71,403	56,792
Stock-based compensation	23,290	13,734	46,229
Impairment of assets	140,053	56,718	18,829
Gain on FFF Put and Call Rights	0	0	(64,110)
Other, net	(4,518)	6,501	5,803
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable	(11,399)	477	27,318
Contract assets	(39,265)	(41,088)	(47,219)
Inventory	(2,867)	42,720	56,724
Prepaid expenses and other assets	(5,920)	21,056	40,617
Accounts payable	8,717	7,415	(41,184)
Revenue share obligations	30,504	16,893	18,512
Accrued expenses, deferred revenue and other liabilities	44,522	(43,898)	(47,997)
Net cash provided by operating activities	296,560	444,543	444,234
Investing activities
Purchases of property and equipment	(81,189)	(82,302)	(87,440)
Sale of investment in unconsolidated affiliates	12,753	0	0
Acquisition of businesses and equity method investments, net of cash acquired	0	(187,750)	(26,000)
Investment in unconsolidated affiliates	(30)	(2,060)	(16,000)
Other	0	(1,510)	(10,000)
Net cash used in investing activities	(68,466)	(273,622)	(139,440)
Financing activities
Payments on notes payable	(100,937)	(100,859)	(99,243)
Proceeds from credit facility	0	470,000	325,000
Payments on credit facility	(215,000)	(405,000)	(250,000)
Proceeds from sale of future revenues	681,427	0	0
Payments on liability related to the sale of future revenues	(31,535)	0	0
Cash dividends paid	(95,207)	(100,233)	(96,455)
Repurchase of Class A common stock	(400,000)	0	(250,129)
Payments on deferred consideration related to acquisition of business	(27,187)	(27,927)	(28,586)
Proceeds from exercise of stock options under equity incentive plan	0	6,078	37,766
Other, net	(4,281)	(9,325)	13,858
Net cash used in financing activities	(192,720)	(167,266)	(347,789)
Effect of exchange rate changes on cash flows	(21)	(5)	(3)
Net increase (decrease) in cash and cash equivalents	35,353	3,650	(42,998)
Cash and cash equivalents at beginning of period	89,793	86,143	129,141
Cash and cash equivalents at end of period	$ 125,146	$ 89,793	$ 86,143

XML

ORGANIZATION AND BASIS OF PRESENTATION

12 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

(1) ORGANIZATION AND BASIS OF PRESENTATION

Organization

Premier, Inc. (“Premier” or the “Company”) is a publicly held, for-profit Delaware corporation located in the United States. The Company is a holding company with no material business operations of its own. The Company’s primary asset is its equity interest in its wholly owned subsidiary Premier Healthcare Solutions, Inc., a Delaware corporation (“PHSI”). The Company conducts substantially all of its business operations through PHSI and its other consolidated subsidiaries. The Company, together with its subsidiaries and affiliates, is a leading technology-driven healthcare improvement company that unites hospitals, health systems, physicians, employers, product suppliers, service providers, and other healthcare providers and organizations to improve and innovate in the clinical, financial and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry and continues to expand its capabilities to more fully address and coordinate care improvement and standardization in the employer, payer and life sciences markets. Additionally, the Company also provides some of the various products and services noted above to non-healthcare businesses, including through its direct sourcing activities as well as continued access to its group purchasing organization (“GPO”) programs for non-healthcare members whose contracts were sold to OMNIA Partners, LLC (“OMNIA”) (see Note 10 - Liability Related to the Sale of Future Revenues).

The Company’s business model and solutions are designed to provide its members and other customers access to scale efficiencies, spread the cost of their development, provide actionable intelligence derived from anonymized data in the Company’s enterprise data warehouse, mitigate the risk of innovation and disseminate best practices to help the Company’s members and other customers succeed in their transformation to higher quality and more cost-effective healthcare.

The Company, together with its subsidiaries and affiliates, delivers its integrated platform of solutions through two business segments: Supply Chain Services and Performance Services. See Note 18 - Segments for further information related to the Company’s reportable business segments. The Company has no significant foreign operations or revenues. The Supply Chain Services segment includes one of the largest national healthcare GPO programs in the United States, serving acute and continuum of care sites and providing supply chain co-management, purchased services and direct sourcing activities. The Performance Services segment consists of three sub-brands: PINC AITM, the Company’s technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, payer and life sciences markets; Contigo Health®, the Company’s direct-to-employer business which provides third-party administrator services and management of health-benefit programs that enable healthcare providers that are also payers (e.g., payviders) and employers to contract directly with healthcare providers as well as partner with healthcare providers to provide employers access to a specialized care network through Contigo Health’s centers of excellence program and cost containment and wrap network; and Remitra®, the Company’s digital invoicing and payables automation business which provides financial support services to healthcare suppliers and providers.

Principles of Consolidation

The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. The financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, consisting of normal recurring adjustments, unless otherwise disclosed. Certain amounts in prior periods have been reclassified to conform to the current period presentation. The Company believes that the disclosures are adequate to make the information presented not misleading.

Supplementary Cash Flows Information

The following table presents supplementary cash flows information for the years ended June 30, 2024, 2023 and 2022 (in thousands):

	Year Ended June 30,
	2024		2023		2022
Supplemental schedule of cash flows information:
Interest paid	$	16,309	$	18,712	$	11,256
Income taxes paid	168,585		4,593		3,103
Supplemental schedule of non-cash investing and financing activities:
Non-cash additions to property and equipment	$	6,446	$	2,731	$	402
Accrued dividend equivalents	1,934		1,032		963
Accrued excise taxes related to repurchase of Class A common stock	2,992		—		—
Non-cash investment in unconsolidated affiliates	—		8,819		—

Use of Estimates in the Preparation of Financial Statements

The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including, but not limited to, estimates for net administrative fees revenue, software licenses, other services and support revenue, contract assets, deferred revenue, contract costs, allowances for credit losses, reserves for net realizable value of inventory, obsolete inventory, useful lives of property and equipment, stock-based compensation, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, projected future cash flows used in the evaluation of asset impairments, values of call rights, values of earn-out liabilities and the allocation of purchase prices. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

XML

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

(2) SIGNIFICANT ACCOUNTING POLICIES

Business Combinations

The Company accounts for acquisitions of a business using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition costs are recorded as expenses in the Consolidated Statements of Income and Comprehensive Income.

Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, the Company typically uses the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition.

Fair Value of Financial Instruments

The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The

fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows:

Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market;

Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; and

Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Accounts Receivable

Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company’s receivables and contract assets (see below for discussion of contract assets). Receivables consist largely of amounts due from hospital and healthcare system members for services and products. The Company maintains an allowance for expected credit losses. This allowance is an estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the member and other customer base and age of the receivable balances, both individually and in the aggregate. As receivables are generally due within one year, changes to economic conditions are not expected to have a significant impact on the estimate of expected credit losses. However, economic conditions are monitored on a quarterly basis to determine if any adjustments are deemed necessary. Provisions for the allowance for expected credit losses attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income. Accounts deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of receivables could be further adjusted.

Contract Assets

Supply Chain Services contract assets represent estimated member purchases on supplier contracts for which administrative fees have been earned but not collected. Historically, the Company has not recognized an allowance for credit losses for contract assets associated with administrative fees. Performance Services contract assets represent revenue earned for services provided which the Company is not contractually able to bill as of the end of the respective reporting period. Under ASC Topic 326, the Company includes Performance Services’ contract assets in the reserving process and assesses the risk of loss similar to the methodology of the Company’s receivables, since the contract assets are reclassified to receivables when the Company becomes entitled to payment. Accordingly, a reserve is applied upon recognition of the contract asset. Certain contract assets are due for periods greater than one year, and changes to economic conditions may have an impact on these receivables. The Company monitors economic conditions on a quarterly basis to determine if changes to the reserve are necessary.

Inventory

Inventory consisting of finished goods, primarily medical products, are stated at the lower of cost or net realizable values on an average cost basis. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. As of June 30, 2024 and 2023, these provisions were $2.9 million and $10.8 million, respectively.

Property and Equipment, Net

Property and equipment is recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the Consolidated Statements of Income and Comprehensive Income for the respective period. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets’ estimated useful lives. See Note 7 - Supplemental Balance Sheet Information.

Costs associated with internally-developed computer software that are incurred in the preliminary project stage are expensed as incurred. During the development stage and once the project has reached technological feasibility, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Capitalized software costs are included in property and equipment, net in the accompanying Consolidated Balance Sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years, and amortization is included in cost of revenue or selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income based on the software’s end use. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software. The Company capitalized costs related to internally-developed software of $73.4 million and $77.8 million during the years ended June 30, 2024 and 2023, respectively.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the asset or asset group is used and the effects of obsolescence, demand, competition and other economic factors.

Intangible Assets

Definite-lived intangible assets consist primarily of member relationships, provider networks, technology, customer relationships, trade names and non-compete agreements and are amortized on a straight-line basis over their estimated useful lives. See Note 8 - Goodwill and Intangible Assets.

The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization on the measurement date. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the definite-lived intangible asset is used and the effects of obsolescence, demand and competition, as well as other economic factors.

The Company performed an analysis of the carrying value of intangible assets subject to amortization on the Contigo Health reporting unit as of March 31, 2024 and resulted in $113.5 million in impairment losses (see Note 8 - Goodwill and Intangible Assets).

Goodwill

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. The Company performs its annual goodwill impairment testing as of the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test.

Under accounting rules, the Company may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company’s most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then the Company is required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any.

A goodwill impairment charge is recognized for the amount by which the reporting unit's carrying amount exceeds its fair value. The Company determines the fair value of a reporting unit using a discounted cash flow analysis as well as market-based approaches. Significant assumptions utilized in determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, revenue growth rates (including perpetual growth rates), EBITDA margin percentages and the amount and timing of expected future cash flows of the reporting unit’s business. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market

comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions.

Based on a qualitative analysis performed at March 31, 2024, the Company determined impairment indicators were present and the carrying value of certain reporting units more likely than not exceeded their fair value. The Company performed a quantitative assessment on the Contigo Health reporting unit which resulted in $16.5 million in goodwill impairment losses (see Note 8 - Goodwill and Intangible Assets). As a result, the Contigo Health reporting unit’s goodwill was fully impaired.

The Company’s most recent annual impairment testing as of April 1, 2024 consisted of a quantitative assessment over the Informatics and Technology Services (“ITS”) reporting unit’s $578.9 million goodwill balance. Given the significant excess fair value and associated carrying value, the Company elected to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred for the remaining reporting units. Based on the qualitative analysis performed, the Company determined that the remaining reporting units did not have indications that impairment was more likely than not to have occurred. As a result of the quantitative analysis performed on the ITS reporting unit, the Company determined that the fair value of the ITS reporting unit exceeded its carrying value and, therefore, goodwill is not impaired.

Treasury Stock and Share Retirement

Treasury stock purchases are recorded at cost. As the Company retires treasury shares acquired through share repurchases, the Company returns those shares to the status of authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired to retained earnings.

Contract Costs

Contract costs represent amounts the Company has capitalized and reflect the incremental costs of obtaining and fulfilling a contract, which include sales commissions and costs related to implementing SaaS informatics tools. For commissions on new contracts, these costs are amortized over the life of the expected relationship with the customer for the respective performance obligation. For renewals, commissions are amortized over the contract life with the customer. Implementation costs are amortized on a straight-line basis, once the tool is implemented, over the life of the expected relationship with the customer for the respective performance obligation, which is consistent with the transfer of services to the customer to which the implementation relates. The Company’s contract costs are included in other assets in the Consolidated Balance Sheets. The associated amortization related to sales commissions and implementation costs is included in selling, general and administrative expenses and cost of revenue, respectively, in the Consolidated Statements of Income and Comprehensive Income.

Deferred Revenue

Deferred revenue consists of unrecognized revenue related to advanced customer invoicing or member payments received prior to fulfillment of the Company’s revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred consulting fees. Subscription fees for Company-hosted SaaS applications are deferred until the customer’s unique data records have been incorporated into the underlying software database or until customer site-specific software has been implemented and the customer has access to the software. Deferred consulting fees arise upon invoicing to customers prior to services being performed.

Liability Related to the Sale of Future Revenues

The Company accounts for the sale of future revenues as a liability, with both current and non-current portions. In order to determine the timing of the reduction in debt associated with the sale of future revenues, the Company estimates the total future revenues expected to be remitted to the purchaser. The Company recognizes interest expense based on an estimated effective annual interest rate. The Company determines the effective interest rate based on recognized and expected future revenue and maintains a consistent interest rate throughout the life of the agreement. This estimate contains significant assumptions that impact both the amount of debt and the interest expense recorded over the life of the agreement. To the extent the amount or timing of future payments varies materially from the original estimate, the Company will make a cumulative adjustment to the carrying amount of the debt, which will be recorded as a non-cash gain or loss in other income in the Consolidated Statements of Income and Comprehensive Income. See Note 10 - Liability Related to the Sale of Future Revenues.

Deferred Compensation Plan Assets and Related Liabilities

The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company’s 401(k) plan. The amounts deferred are invested in assets at the direction of the

employee. Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company.

The assets, classified as trading securities, and liabilities of the rabbi trust are recorded at fair value and are accounted for as assets and liabilities of the Company. The assets of the rabbi trust are designated to fund the deferred compensation plan liabilities owed to current and former employees. The deferred compensation plan contains both current and non-current assets. The current portion of the deferred compensation plan assets is comprised of estimated amounts to be paid within one year to departed participants following separation from the Company. The current portion, $6.8 million and $5.2 million at June 30, 2024 and 2023, respectively, is included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. The corresponding current portion of deferred compensation plan liabilities is included in other current liabilities in the accompanying Consolidated Balance Sheets at June 30, 2024 and 2023. The non-current portion of the deferred compensation plan assets, $54.4 million and $50.3 million at June 30, 2024 and 2023, respectively, is included in long-term assets in the accompanying Consolidated Balance Sheets. The corresponding non-current portion of deferred compensation plan liabilities is included in long-term liabilities in the accompanying Consolidated Balance Sheets at June 30, 2024 and 2023. Realized and unrealized gains and (losses) of $8.8 million, $5.4 million and $(9.4) million on plan assets for the years ended June 30, 2024, 2023 and 2022, respectively, are included in other income (expense), net in the accompanying Consolidated Statements of Income and Comprehensive Income. Deferred compensation expense (income) from the change in the corresponding liabilities of $8.8 million, $5.4 million and $(9.4) million, respectively, is included in selling, general and administrative expense in the accompanying Consolidated Statements of Income and Comprehensive Income for the years ended June 30, 2024, 2023 and 2022, respectively.

Leases

The Company enters into lease contracts in which the Company is the lessee, substantially all of which are related to office space leased in various buildings used for general corporate purposes. The terms of these non-cancelable operating leases typically require the Company to pay rent and a share of operating expenses and real estate taxes, generally with an inflation-based rent increase included. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term beginning at the commencement date. Operating lease right-of-use assets are adjusted for lease incentives, deferred rent and initial direct costs, if incurred. The Company’s leases generally do not include an implicit rate; therefore, the Company determined the present value of future minimum lease payments using an incremental borrowing rate based on information available as of July 1, 2019, the Company’s transition to ASC Topic 842. For subsequent leases entered into after the transition to ASC Topic 842, the Company determined the present value of future minimum lease payments using an incremental borrowing rate based on information available as of the respective lease commencement date. The related lease expense is recognized on a straight-line basis over the lease term.

Revenue Recognition

The Company accounts for a contract with a customer when the contract is approved and the parties are committed to perform their respective obligations, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.

Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. If the consideration promised in a contract includes a variable amount, the Company estimates the amount to which it expects to be entitled using either the expected value or most likely amount method. The Company’s contracts may include terms that could cause variability in the transaction price, including, for example, revenue share, rebates, discounts and variable fees based on performance.

The Company only includes estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates require management to make complex, difficult or subjective judgments and to make estimates about the effect of matters inherently uncertain. As such, the Company may not be able to reliably estimate variable fees based on performance in certain long-term arrangements due to uncertainties that are not expected to be resolved for a long period of time or when the Company’s experience with similar types of contracts is limited. Estimates of variable consideration and the determination of whether to include estimated amounts of consideration in the transaction price are based on information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Additionally, management performs periodic analyses to verify the accuracy of estimates for variable consideration.

Although the Company believes that its approach in developing estimates and reliance on certain judgments and underlying inputs is reasonable, actual results could differ which may result in increases or decreases in revenue that could be material.

Performance Obligations

A performance obligation is a promise to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the promise to transfer individual goods or services is not separately identifiable from other promises, and therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple deliverable arrangements such as licensing, subscription, consulting services, etc.

Net Administrative Fees Revenue

Net administrative fees revenue is a single performance obligation earned through a series of distinct daily services and includes maintaining a network of members to participate in the group purchasing program and providing suppliers efficiency in contracting and access to the Company’s members. Revenue is generated through administrative fees received from suppliers and is included in net administrative fees revenue in the accompanying Consolidated Statements of Income and Comprehensive Income.

The Company, through its GPO programs, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are variable consideration and are recognized as earned based upon estimated purchases by the Company’s members utilizing analytics based on historical member spend and updates for current trends and expectations. Administrative fees are estimated due to the difference in timing of when a member purchases on a supplier contract and when the Company receives the purchasing information. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. Administrative fee revenue receivable is included in contract assets in the accompanying Consolidated Balance Sheets.

Generally, the Company pays a revenue share to members equal to a percentage of gross administrative fees, which is estimated according to the members’ contractual agreements with the Company using a portfolio approach based on historical revenue share percentages and adjusted for current or anticipated trends. Revenue share is recognized as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue, and the corresponding revenue share liability is included in revenue share obligations in the accompanying Consolidated Balance Sheets.

Products Revenue

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

Software Licenses, Other Services and Support Revenue

The Company generates software licenses, other services and support revenue through Supply Chain Services and Performance Services.

Within Supply Chain Services, revenue is generated through the GPO, supply chain co-management and SaaS-based purchased services activities.

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

Supply Chain Co-Management.    Supply chain co-management activities generate revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed.

Within Performance Services, which provides technology with wrap-around service offerings, revenue is generated through the three sub-brands: PINC AI, Contigo Health and Remitra. The main sources of revenue under PINC AI consists of subscriptions to SaaS-based clinical intelligence, margin improvement and value-based care products subscriptions, licensing revenue, professional fees for consulting services and other miscellaneous revenue including PINC AI data licenses, annual subscriptions

to performance improvement collaboratives, insurance services management fees and commissions from endorsed commercial insurance programs. Contigo Health’s main sources of revenue are third-party administrator fees, fees from the centers of excellence program and cost containment and wrap network fees. Remitra’s main source of revenue is fees from healthcare suppliers and providers.

PINC AI:

SaaS-based Products Subscriptions:    SaaS-based clinical analytics subscriptions include the right to access the Company’s proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, margin improvement, quality and safety, value-based care and provider analytics. SaaS arrangements create a single performance obligation for each subscription within the contract in which the nature of the obligation is a stand-ready obligation, and each day of service meets the criteria for over time recognition. Pricing varies by application and size of healthcare system. Clinical analytics products subscriptions are generally three- to five-year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member’s data set in order to access and transfer member data into the Company’s hosted SaaS-based clinical analytics products. Implementation is generally 60 to 240 days following contract execution before the SaaS-based clinical analytics products can be fully utilized by the member.

Software Licenses:    Enterprise analytics licenses include term licenses that range from three to ten years and offer clinical analytics products, improvements in cost management, quality and safety, value-based care and provider analytics. Pricing varies by application and size of healthcare system. Revenue on licensing is recognized upon delivery of the software code, and revenue from hosting and maintenance is recognized ratably over the life of the contract.

Consulting Services:    Professional fees for consulting services are sold under contracts, the terms of which vary based on the nature of the engagement. These services typically include general consulting, report-based consulting and cost savings initiatives. Promised services under such consulting engagements are typically not considered distinct and are regularly combined and accounted for as one performance obligation. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed or when deliverables are provided. In situations where the contracts have significant contract performance guarantees, the performance guarantees are estimated and accounted for as a form of variable consideration when determining the transaction price. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge in order to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. Occasionally, the Company’s entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report for which client acceptance is required. However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous benefit provided to the Company’s customers.

Consulting arrangements can require significant estimates for the transaction price and estimated number of hours within an engagement. These estimates are based on the expected value which is derived from outcomes from historical contracts that are similar in nature and forecasted amounts based on anticipated savings for the new agreements. The transaction price is generally constrained until the target transaction price becomes more certain.

Other Miscellaneous Revenue:

•Revenue from PINC AI data licenses which provide customers data from the PINC AI healthcare database. The revenue from the data deliverables is recognized upon delivery of the data.

•Revenue from performance improvement collaboratives that support the Company’s offerings in cost management, quality and safety, and value-based care is recognized over the service period as the services are provided, which is generally one to three years. Performance improvement collaboratives revenue is considered one performance obligation and is generated by providing customers access to online communities whereby data is housed and available for analytics and benchmarking.

•Insurance services management fees are recognized in the period in which such services are provided. Commissions from insurance carriers for sponsored insurance programs are earned by acting as an intermediary in the placement of effective insurance policies. Under this arrangement, revenue is recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the customer and is constrained for estimated early terminations.

Contigo Health:

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

Remitra:

Revenue for Remitra primarily consists of fees from healthcare suppliers and providers as well as members and other customers. For fixed fee contracts, revenue is recognized in the period in which the services have been provided. For variable rate contracts, revenue is recognized as customers are invoiced. Additional revenue consists of fees from check replacement services which consist of monthly rebates from bank partners.

Multiple Deliverable Arrangements

The Company enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions, term licenses and consulting services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. On occasion, agreements may range up to ten years. The Company uses judgment in determining the stand-alone selling price (“SSP”) for products and services. Revenue, including both fixed and variable consideration, is allocated to the individual performance obligations within the arrangement based on the SSP. The Company typically establishes a SSP range for products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, the Company applies observable inputs using the value relationship between support and term license and the average economic life of the products.

Cost of Revenue and Operating Expenses

Cost of Revenue

Cost of services and software licenses revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including consulting services to members and other customers, third-party administrator services and implementation services related to SaaS informatics tools and licensed software products along with associated amortization of certain capitalized contract costs. Cost of services and software licenses revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internally-developed software.

Cost of products revenue consists of purchase and logistics costs for direct sourced medical products and commodity products.

Operating Expenses

Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees, indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, expenses incurred to maintain the Company’s software-related products and services and other general overhead expenses. SG&A expenses can also include impairment of goodwill, intangibles or other long-lived assets.

Research and development expenses consist of employee-related compensation and benefits expenses and third-party consulting fees of technology professionals for internally-developed computer software that are incurred prior to reaching technological feasibility.

Amortization of purchased intangible assets includes the amortization of all identified definite-lived intangible assets resulting from acquisitions.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are reflected in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income and were $7.8 million, $7.0 million and $6.5 million for the years ended June 30, 2024, 2023 and 2022, respectively.

Income Taxes

The Company accounts for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets when, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized.

The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company’s tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities.

In determining the Company’s tax expense for financial reporting purposes, the Company establishes a reserve when there are transactions, calculations and tax filing positions for which the tax determination is uncertain and it is more likely than not that such positions would not be sustained upon examinations.

The Company adjusts its tax reserve estimates periodically based on the changes in facts and circumstances, such as ongoing examinations by, and settlements with, various taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax reserves and related estimated interest charges that are considered appropriate. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense.

Comprehensive Income

Comprehensive income includes all changes in stockholders’ equity during a period from non-owner sources. Net income and other comprehensive income are reported, net of their related tax effect, to arrive at comprehensive income.

Basic and Diluted Earnings per Share (“EPS”)

Basic EPS is calculated by dividing net income attributable to stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potentially issuable dilutive shares of Class A common stock (“Common Stock”), unless the effect of such inclusion would result in the reduction of a loss or the increase in income per share. Diluted EPS is calculated by dividing net income attributable to stockholders by the weighted average number of shares of common stock increased by the dilutive effects of potentially issuable dilutive shares of Common Stock during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method.

Recently Issued Accounting Standards Not Yet Adopted

In October 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”), which modifies the disclosure or presentation requirements of a variety of topics in the codification. ASU 2023-06 will be effective for the Company on the date of the SEC’s removal of the related guidance from Regulation S-X or Regulation S-K becomes effective, or for the fiscal year beginning July 1, 2028, at the latest. Early adoption is prohibited. The Company has preliminarily evaluated the new standard and acknowledges the standard will result in enhanced disclosures.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant expenses. ASU 2023-07 will be effective for the Company for the fiscal year beginning July 1, 2024. Early adoption is permitted. The Company has preliminarily evaluated the new standard and acknowledges the standard will result in enhanced disclosures.

XML

BUSINESS ACQUISITIONS

12 Months Ended

Jun. 30, 2024

Business Combinations [Abstract]

BUSINESS ACQUISITIONS

(3) BUSINESS ACQUISITIONS

Acquisition of TRPN Direct Pay, Inc. and Devon Health, Inc. Assets

On October 13, 2022, the Company, through its consolidated subsidiary Contigo Health, LLC (“Contigo Health”), acquired certain assets (the “TRPN Transferred Assets”) of TRPN Direct Pay, Inc. and Devon Health, Inc. (collectively, “TRPN”), including contracts with more than 500,000 providers (collectively, the “Assumed Contracts”), and agreed to assume certain liabilities and obligations of TRPN with regard to the Assumed Contracts (referred to as the “TRPN acquisition”). The TRPN Transferred Assets relate to businesses of TRPN focused on improving access to quality healthcare and reducing the cost of medical claims through pre-negotiated discounts with network providers, including acute care hospitals, surgery centers,

physicians and other continuum of care providers in the United States. Contigo Health also agreed to license proprietary cost containment technology of TRPN.

The purchase price paid by the Company to complete the TRPN acquisition consisted of cash of $177.5 million, funded with borrowings under the Company’s Credit Facility (as defined in Note 9 - Debt and Notes Payable) and cash on hand, of which $17.8 million was placed in escrow to satisfy indemnification obligations of TRPN to Contigo Health and its affiliates and other parties related thereto under the purchase agreement governing the TRPN acquisition.

The Company has accounted for the TRPN acquisition as a business combination whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values. The total fair value initially assigned to intangible assets acquired was $116.6 million, consisting primarily of the provider network.

The TRPN acquisition resulted in the initial recognition of $60.9 million of goodwill attributable to the anticipated profitability of TRPN, based on the purchase price paid in the acquisition compared to the fair value of the net assets acquired. The TRPN acquisition was considered an asset acquisition for income tax purposes. Accordingly, the Company expects tax goodwill to be deductible for tax purposes. As of June 30, 2024, the intangible assets and goodwill recognized as a result of the TRPN acquisition were fully impaired (see Note 8 - Goodwill and Intangible Assets).

TRPN has been integrated within Premier under Contigo Health and is reported as part of the Performance Services Segment. Pro forma results of operations for the acquisition have not been presented because the effects on revenue and net income were not material to the Company’s historical consolidated financial statements.

XML

INVESTMENTS

12 Months Ended

Jun. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS

(4) INVESTMENTS

Investments in Unconsolidated Affiliates

The Company’s investments in unconsolidated affiliates consisted of the following (in thousands):

	Carrying Value				Equity in Net (Loss) Income
	June 30,				Year Ended June 30,
	2024		2023		2024		2023		2022
FFF	$	136,080	$	136,080	$	—	$	8,571	$	16,614
Exela	32,259		32,905		(646)		5,172		1,733
Qventus	16,000		16,000		—		—		—
Prestige	14,850		15,503		640		921		4,303
Other investments	29,373		31,338		(289)		1,404		855
Total investments	$	228,562	$	231,826	$	(295)	$	16,068	$	23,505

The Company, through its indirect, wholly owned subsidiary Premier Supply Chain Improvement, Inc. (“PSCI”), held a 49% interest in FFF Enterprises, Inc. (“FFF”) through its ownership of stock of FFF at June 30, 2024 and 2023. On March 3, 2023, the Company and the majority shareholder of FFF amended the FFF shareholders’ agreement and as of the date of the amendment, the Company accounted for its investment in FFF at cost less impairments, if any, plus or minus any observable changes in fair value (refer to the Annual Report on Form 10-K for the fiscal year ended June 30, 2023, the “2023 Annual Report,” for additional information and details regarding the March 2023 amendment). The Company accounts for its investment in FFF as part of the Supply Chain Services segment.

The Company, through its consolidated subsidiary, ExPre Holdings, LLC (“ExPre”), held an approximate 6% interest in Exela Holdings, Inc. (“Exela”) through ExPre’s ownership of Exela Class A common stock at June 30, 2024 and 2023. At June 30, 2024 and 2023, the Company owned approximately 15% of the membership interest of ExPre, with the remainder of the membership interests held by 11 member health systems or their affiliates. The Company accounts for its investments in Exela using the equity method of accounting and includes the investment as part of the Supply Chain Services segment.

The Company, through PHSI, held an approximate 7% interest in Qventus, Inc. (“Qventus”) through PHSI’s ownership of Qventus Series C preferred stock at June 30, 2024 and 2023. The Company accounts for its investment in Qventus at cost less impairments, if any, plus or minus any observable changes in fair value. The Company includes Qventus as part of the Performance Services segment.

The Company, through its consolidated subsidiary, PRAM Holdings, LLC (“PRAM”), held an approximate 20% interest in Prestige Ameritech Ltd. (“Prestige”) through PRAM’s ownership of Prestige limited partnership units at June 30, 2024 and 2023. At June 30, 2024 and 2023, the Company owned approximately 26% of the membership interest of PRAM, with the

remainder of the membership interests held by 16 member health systems or their affiliates. The Company accounts for its investment in Prestige using the equity method of accounting and includes the investment as part of the Supply Chain Services segment.

Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must determine which of its unconsolidated investments, if any, are considered “significant subsidiaries.” In evaluating these investments, there are three tests utilized to determine if any unconsolidated subsidiaries are considered significant subsidiaries: the investment test, the asset test and the income test. Rule 3-09 of Regulation S-X requires the Company to include separate audited financial statements of any unconsolidated majority-owned subsidiary (unconsolidated subsidiaries in which the Company owns greater than 50% of the voting securities) in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information of unconsolidated subsidiaries in an annual report if any of the three tests exceeds 10%, and summarized financial information in a quarterly report if any of the three tests exceeds 20% pursuant to Rule 10-01(b)(1) of Regulation S-X.

The following table shows summarized unaudited results of operations information for FFF, which met the 10% asset test for the year ended June 30, 2022 (in thousands):

	Year Ended
	June 30, 2022
Revenue	$	2,728,855
Gross profit	150,980
Income from operations	55,379
Net income	33,215
Net income attributable to non-controlling interest	16,275

XML

FAIR VALUE MEASUREMENTS

12 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

(5) FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table represents the Company's financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands):

	Fair Value of Financial Assets and Liabilities		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2024
Deferred compensation plan assets	$	61,198	$	61,198	$	—	$	—
Total assets	61,198		61,198		—		—
Earn-out liabilities	28,549		—		—		28,549
Total liabilities	$	28,549	$	—	$	—	$	28,549
June 30, 2023
Cash equivalents	$	77	$	77	$	—	$	—
Deferred compensation plan assets	55,566		55,566		—		—
Total assets	55,643		55,643		—		—
Earn-out liabilities	26,603		—		—		26,603
Total liabilities	$	26,603	$	—	$	—	$	26,603

Deferred compensation plan assets consisted of highly liquid mutual fund investments, which were classified as Level 1. The current portion of deferred compensation plan assets ($6.8 million and $5.2 million at June 30, 2024 and 2023, respectively) was included in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets.

Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

FFF Put and Call Rights

On July 29, 2021, the FFF shareholders’ agreement was amended resulting in the termination of the FFF Put Right and the derecognition of the FFF Put Right liability.

In the event of a Key Man Event (generally defined in the shareholders’ agreement as the resignation, termination for cause, death or disability of the majority shareholder), the Company has a call right that requires the majority shareholder to sell its remaining interest in FFF to the Company, and is exercisable at any time within 180 calendar days after the date of a Key Man Event (the “Call Right”, together with the FFF Put Right, the “Put and Call Rights”). As of June 30, 2024 and 2023, the Call Right had zero value. In the event that either of these rights are exercised, the purchase price for the additional interest in FFF will be at a per share price equal to the earnings before interest, taxes, depreciation and amortization (“FFF EBITDA”) over the twelve calendar months prior to the purchase date multiplied by a market adjusted multiple, adjusted for any outstanding debt and cash and cash equivalents, divided by the number of shares of FFF common stock then outstanding (“Equity Value per Share”).

Earn-out liabilities

Earn-out liabilities have been established in connection with certain acquisitions, including the acquisition of substantially all of the assets and certain liabilities of Acurity, Inc. and Nexera, Inc. (the “Acurity and Nexera asset acquisition”) in February 2020. The earn-out liability related to the Acurity and Nexera asset acquisition was based upon the Company’s achievement of a range of member renewals on terms agreed to by the Company and Greater New York Hospital Association based on prevailing market conditions in December 2023. Earn-out liabilities are classified as Level 3 of the fair value hierarchy.

Acurity and Nexera Earn-out (a)

The earn-out liability arising from expected earn-out payments related to the Acurity and Nexera asset acquisition was measured on the acquisition date using a probability-weighted expected payment model and is remeasured periodically due to changes in management’s estimates of the number of transferred member renewals and market conditions. In determining the fair value of the contingent liabilities, management reviews the current results of the acquired business, along with projected results for the remaining earn-out period, to calculate the expected earn-out payment to be made based on the contractual terms set out in the acquisition agreement. At June 30, 2024, the most likely outcome was determined to be $30.0 million from an undiscounted range of outcomes between $0 and $30.0 million. A significant decrease in the probability could result in a significant decrease in the value of the earn-out liability. The fair value of the Acurity and Nexera earn-out liability at June 30, 2024 and 2023 was $28.5 million and $23.1 million, respectively.

	As of June 30,
Input assumptions	2024		2023
Probability of transferred member renewal percentage < 50%	—	%	5.0	%
Probability of transferred member renewal percentage between 50% and 65%	—	%	10.0	%
Probability of transferred member renewal percentage between 65% and 80%	—	%	25.0	%
Probability of transferred member renewal percentage > 80%	100.0	%	60.0	%
Credit spread	1.0	%	1.6	%

(a)The Acurity and Nexera earn-out liability was initially valued as of February 28, 2020.

A reconciliation of the earn-out liabilities is as follows (in thousands):

	Beginning Balance		Purchases/ (Settlements)(a)		(Gains)/Losses (b)		Ending Balance
Year Ended June 30, 2024
Earn-out liabilities	$	26,603	$	(1,375)	$	3,321	$	28,549
Total Level 3 liabilities	$	26,603	$	(1,375)	$	3,321	$	28,549
Year Ended June 30, 2023
Earn-out liabilities	$	22,789	$	1,460	$	2,354	$	26,603
Total Level 3 liabilities	$	22,789	$	1,460	$	2,354	$	26,603

_________________________________

(a)Settlements for the year ended June 30, 2024 represent payments on earn-out liabilities. Purchases for the year ended June 30, 2023 include an earn-out which had not been earned or paid as of June 30, 2023.

(b)Gains on level 3 liability balances will decrease the liability ending balance and losses on level 3 liability balances will increase the liability ending balance. (Gains) losses on earn-out liabilities are included in selling, general and administrative expenses on the Consolidated Statements of Income and Comprehensive Income.

Non-Recurring Fair Value Measurements

As a result of the August 2020 Restructuring, the Company recorded non-interest bearing notes payable to former limited partners during the first quarter of fiscal year 2021. Although these notes are non-interest bearing, they include a Level 2 input associated with an implied fixed annual interest rate of 1.8% (see Note 9 - Debt and Notes Payable).

During the year ended June 30, 2024, in conjunction with the Company’s assessment to determine whether it was more likely than not that the fair values of any of its reporting units were below their carrying amounts, the Company recorded pre-tax impairment charges in selling, general and administrative expense in the accompanying Consolidated Statements of Income and Comprehensive Income related to the Contigo Health reporting unit. The impairments, which included Level 3 inputs, related to property and equipment and goodwill and intangible assets (see Note 7 - Supplemental Balance Sheet Information and Note 8 - Goodwill and Intangible Assets, respectively), as well as $0.3 million for operating lease right-of-use assets.

Financial Instruments for Which Fair Value is Only Disclosed

The fair values of non-interest bearing notes payable, classified as Level 2, were equal to their carrying value at June 30, 2024 and June 30, 2023 based on an assumed market interest rate of 1.6%.

Other Financial Instruments

The fair values of cash, accounts receivable, accounts payable, accrued liabilities, and the Credit Facility (as defined in Note 9 - Debt and Notes Payable) approximated carrying value due to the short-term nature of these financial instruments.

XML

CONTRACT BALANCES

12 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

CONTRACT BALANCES

(6) CONTRACT BALANCES

Contract Assets, Deferred Revenue and Revenue Share Obligations

The timing of revenue recognition, billings and cash collections results in accounts receivables, contract assets (unbilled receivables) and deferred revenue on the Consolidated Balance Sheets. Contract assets increased by $39.3 million during the year ended June 30, 2024 primarily due to revenue recognition from licensing contracts in Performance Services and increased gross administrative fees driven by higher members’ purchases. The revenue recognition from licensing contracts represents performance obligations that have been satisfied prior to customer invoicing offset by the timing of invoicing related to the licensing contracts as well as invoicing related to certain cost management consulting services where revenue is recognized as work is performed. Revenue share obligations increased by $30.5 million during the year ended June 30, 2024 compared to the year ended June 30, 2023 primarily due to an increase in gross administrative fees driven by higher members’ purchases in addition to a higher average revenue fee share percentage in the underlying revenue share arrangements.

Revenue recognized during the year ended June 30, 2024 that was included in the opening balance of deferred revenue at June 30, 2023 was $21.6 million, which is a result of satisfying performance obligations primarily within the Performance Services segment.

Performance Obligations

A performance obligation is a contractual obligation to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the agreement to transfer individual goods or services is not separately identifiable from other contractual obligations and, therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple phases or deliverable arrangements (licensing fees, software-as-a-service (“SaaS”) subscription fees, maintenance and support fees, and professional fees for consulting services).

Net revenue of $13.0 million was recognized during the year ended June 30, 2024 from performance obligations that were satisfied or partially satisfied on or before June 30, 2023. The net revenue recognized was driven by an increase of $7.8 million associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business and an increase of $5.2 million in net administrative fees revenue related to under-forecasted cash receipts received in the current period.

Net revenue of $4.1 million was recognized during the year ended June 30, 2023 from performance obligations that were satisfied or partially satisfied on or before June 30, 2022. The net revenue recognized was driven by an increase of $7.8 million in net administrative fees revenue related to under-forecasted cash receipts received in the current period. This increase was partially offset by a reduction of $3.7 million associated with revised forecasts from underlying contracts that include variable consideration components as well as additional fluctuations due to input method contracts which occur in the normal course of business.

Remaining performance obligations represent the portion of the transaction price that has not yet been satisfied or achieved. As of June 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $736.2 million. The Company expects to recognize 37% of the remaining performance obligations over the next twelve months, an additional 23% over the following twelve months and an additional 29% over the following 36 months, with the remainder recognized thereafter.

Contract Costs

The Company capitalizes the incremental costs of obtaining and fulfilling a contract, which include sales commissions and costs associated with implementing SaaS informatics tools. At June 30, 2024, the Company had $25.5 million in capitalized contract costs, including $16.1 million related to sales commissions and $9.4 million related to implementation costs. The Company recognized $11.0 million of related amortization expense for the year ended June 30, 2024.

At June 30, 2023, the Company had $24.4 million in capitalized contract costs, including $14.9 million related to sales commissions and $9.5 million related to implementation costs. The Company recognized $10.6 million of related amortization expense for the year ended June 30, 2023.

XML

SUPPLEMENTAL BALANCE SHEET INFORMATION

12 Months Ended

Jun. 30, 2024

Supplemental Balance Sheet Information [Abstract]

SUPPLEMENTAL BALANCE SHEET INFORMATION

(7) SUPPLEMENTAL BALANCE SHEET INFORMATION

Accounts Receivable, Net

Trade accounts receivable consisted of amounts due for services and products from hospital and healthcare members, distributors and other customers.

Accounts receivable, net consisted of the following (in thousands):

	June 30,
	2024		2023
Trade accounts receivable	$	127,501	$	117,655
Other	648		518
Total accounts receivable	128,149		118,173
Allowance for credit losses	(1,455)		(2,878)
Accounts receivable, net	$	126,694	$	115,295

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

		June 30,
	Useful life	2024		2023
Capitalized software	2-5 years	$	856,730	$	785,260
Computer hardware	3-5 years	64,761		63,281
Furniture and other equipment	5 years	7,061		7,049
Leasehold improvements	Lesser of estimated useful life or term of lease	19,222		19,272
Total property and equipment		947,774		874,862
Accumulated depreciation and amortization		(742,063)		(662,554)
Property and equipment, net		$	205,711	$	212,308

Depreciation and amortization expense related to property and equipment was $81.7 million, $85.7 million and $85.2 million for the years ended June 30, 2024, 2023 and 2022, respectively. Unamortized capitalized software costs were $178.6 million and $175.0 million at June 30, 2024 and 2023, respectively.

During the year ended June 30, 2024, the Company incurred an impairment of long-lived assets of $9.8 million related to the Contigo Health reporting unit as the carrying value of the assets was not recoverable. During the year ended June 30, 2022, the Company incurred an impairment of long-lived assets of $12.7 million associated with capitalized software assets in the Supply Chain Services segment as the carrying value of the assets was not recoverable. The Company did not incur a material loss on disposal or impairment of long-lived assets during the year ended June 30, 2023.

Other Long-Term Assets

Other long-term assets consisted of the following (in thousands):

	June 30,
	2024		2023
Contract assets, less current portion	$	59,025	$	56,372
Capitalized contract costs	25,506		24,414
Notes receivable	4,040		4,700
Acurity prepaid contract administrative fee share, less current portion	—		9,700
Other (a)	14,219		14,929
Total other long-term assets	$	102,790	$	110,115

_________________________________

(a)Includes deferred loan costs, net of $2.7 million and $3.5 million as of June 30, 2024 and 2023, respectively.

Contract costs include capitalized sales commissions and implementation costs. See Note 6 - Contract Balances for further information.

The Company recorded amortization expense on deferred loan costs of $0.8 million, $0.7 million and $0.6 million the years ended June 30, 2024, 2023 and 2022, respectively. Amortization expense on deferred loan costs was recognized based on the straight-line method, which approximates the effective interest method, and was included in interest expense, net in the Consolidated Statements of Income and Comprehensive Income.

Pursuant to the Acurity and Nexera asset acquisition, the Company capitalized one-time rebates pursuant to the purchase agreement with Acurity, Inc. as prepaid contract administrative fee share.

Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):

	June 30,
	2024		2023
Reserve for uncertain tax positions	$	23,225	$	22,915
Earn-out liability, less current portion	—		23,128
Other	4,415		1,159
Total other long-term liabilities	$	27,640	$	47,202

Earn-out liabilities were established in connection with the Acurity and Nexera asset acquisition as well as other immaterial acquisitions. See Note 5 - Fair Value Measurements for further information.

XML

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

(8) GOODWILL AND INTANGIBLE ASSETS

Fiscal Year 2024 Impairment

In connection with the preparation of its quarterly financial statements during the third quarter of fiscal year 2024, the Company assessed changes in circumstances that occurred during the quarter to determine whether it was more likely than not that the fair values of any of its reporting units were below their carrying amounts. While there was no single determinative event or factor, potential triggering events during the third quarter of fiscal year 2024 led the Company to conclude that when considering the events and factors in totality, it was more likely than not that the fair value of the Contigo Health reporting unit was below its carrying value at March 31, 2024. The Company also determined there were impairment indicators for the other long-lived assets within the Contigo Health reporting unit, which also represents the asset group for purposes of assessing the potential impairment of long-lived assets. The fair value of the reporting unit was computed using a discounted cash flow analysis. The discounted cash flow model uses thirteen-year forecasted cash flows plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. The Company’s significant assumptions in the discounted cash flow model include, but are not limited to, a discount rate utilizing a weighted average cost of capital and the amount and timing of expected future cash flows utilizing revenue growth rates (including perpetual growth rate) and EBITDA margin percentages. These assumptions were developed in consideration of current market conditions and future expectations, which include, but were not limited to, new product offerings, market demand and impacts from competition. As a result, during the third quarter of fiscal year 2024, the Company recorded impairment charges related to the Contigo Health reporting unit recorded in selling, general and administrative expense in the accompanying Consolidated Statements of Income and Comprehensive Income. The pre-tax impairment charges comprised of $16.5 million for goodwill, $96.1 million for the provider network, $11.9 million for customer relationships, $0.6 million for technology, $0.3 million for non-compete agreements and $4.6 million for other intangible assets. At June 30, 2024, the Contigo Health reporting unit’s goodwill and intangible assets were fully impaired.

Fiscal Year 2023 Impairment

During the year ended June 30, 2023, the Company recorded pre-tax goodwill impairment charges of $54.4 million and $2.3 million related to the Contigo Health and Direct Sourcing reporting units, respectively, in the accompanying Consolidated Statements of Income and Comprehensive Income.

Fiscal Year 2022 Impairment

During the year ended June 30, 2022, the carrying value of $4.4 million in customer relationships and $1.7 million in trade names in the Performance Services segment were not recoverable and the Company recorded an impairment on assets of $6.1 million in the accompanying Consolidated Statements of Income and Comprehensive Income.

Goodwill

A reconciliation of goodwill by segment is as follows (in thousands):

	Supply Chain Services		Performance Services		Total
June 30, 2023	$	386,206	$	626,149	$	1,012,355
Impairment	—		(16,503)		(16,503)
June 30, 2024	$	386,206	$	609,646	$	995,852

At June 30, 2024, the Company had accumulated impairment losses to goodwill at Supply Chain Services and Performance Services of $2.3 million and $70.9 million, respectively. At June 30, 2023, the Company had accumulated impairment losses to goodwill at Supply Chain Services and Performance Services of $2.3 million and $54.4 million, respectively.

Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands):

		June 30, 2024						June 30, 2023
	Useful Life	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Member relationships	14.7 years	$	386,100	$	(162,910)	$	223,190	$	386,100	$	(136,751)	$	249,349
Provider network	15.0 years	—		—		—		106,500		(5,029)		101,471
Technology	7.1 years	98,517		(73,441)		25,076		99,317		(67,581)		31,736
Customer relationships	9.3 years	41,430		(31,612)		9,818		57,930		(31,846)		26,084
Trade names	6.8 years	18,420		(13,574)		4,846		18,920		(11,983)		6,937
Non-compete agreements	5.2 years	17,315		(12,063)		5,252		17,715		(9,738)		7,977
Other (a)	4.1 years	3,432		(2,355)		1,077		9,232		(2,756)		6,476
Total		$	565,214	$	(295,955)	$	269,259	$	695,714	$	(265,684)	$	430,030

_________________________________

(a)Includes a $1.0 million indefinite-lived asset as of June 30, 2023.

The net carrying value of intangible assets by segment was as follows (in thousands):

	June 30,
	2024		2023
Supply Chain Services	$	238,622	$	269,710
Performance Services (a)	30,637		160,320
Total intangible assets, net	$	269,259	$	430,030

_________________________________

(a)Includes a $1.0 million indefinite-lived asset as of June 30, 2023.

The estimated amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands):

2025	$	38,189
2026	36,945
2027	34,294
2028	30,681
2029	28,687
Thereafter	100,463
Total amortization expense	$	269,259

XML

DEBT AND NOTES PAYABLE

12 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

DEBT AND NOTES PAYABLE

(9) DEBT AND NOTES PAYABLE

Long-term debt and notes payable consisted of the following (in thousands):

	June 30,
	2024		2023
Credit Facility	$	—	$	215,000
Notes payable to members, net of discount	101,523		201,188
Other notes payable	1,008		2,280
Total debt and notes payable	102,531		418,468
Less: current portion	(102,531)		(316,211)
Total long-term debt and notes payable	$	—	$	102,257

Credit Facility

PHSI, along with its consolidated subsidiaries, Premier LP and PSCI (“Co-Borrowers”), and certain domestic subsidiaries of the Co-Borrowers, as guarantors, entered into a senior unsecured Amended and Restated Credit Agreement, dated as of December 12, 2022 (the “Credit Facility”). The Credit Facility has a maturity date of December 12, 2027, subject to up to two one-year extensions, and provides for borrowings of up to $1.0 billion with (i) a $50.0 million sub-facility for standby letters of credit and (ii) a $100.0 million sub-facility for swingline loans. The Credit Facility also provides that Co-Borrowers may from time to time (i) incur incremental term loans and (ii) request an increase in the revolving commitments under the Credit Facility, together up to an aggregate of $350.0 million, subject to the approval of the lenders providing such term loans or revolving commitment increase. The Credit Facility contains an unconditional and irrevocable guaranty of all obligations of Co-Borrowers under the Credit Facility by the current and future guarantors. Premier is not a guarantor under the Credit Facility.

At the Company’s option, committed loans under the Credit Facility may be in the form of secured overnight financing rate loans (“SOFR Loans”) or base rate loans. SOFR Loans bear interest at Term SOFR plus an adjustment of 0.100% (“Adjusted Term SOFR”) plus the Applicable Rate (defined as a margin based on the Consolidated Total Net Leverage Ratio (as defined in the Credit Facility)). Base rate loans bear interest at the Base Rate (defined as the highest of the prime rate announced by the administrative agent, the federal funds effective rate plus 0.500%, the one-month Adjusted Term SOFR plus 1.000% and 0.000%), plus the Applicable Rate. The Applicable Rate ranges from 1.250% to 1.750% for SOFR Loans and 0.250% to 0.750% for base rate loans. At June 30, 2024, the interest rates for SOFR Loans and base rate loans were 6.687% and 8.750%, respectively. Co-Borrowers are required to pay a commitment fee ranging from 0.125% to 0.225% per annum on the actual daily unused amount of commitments under the Credit Facility. At June 30, 2023, the weighted average interest rate on outstanding borrowings under the Credit Facility was 6.470%. At June 30, 2024, the commitment fee was 0.125%.

The Credit Facility contains customary representations and warranties as well as customary affirmative and negative covenants, including, among others, limitations on liens, indebtedness, fundamental changes, dispositions, restricted payments and investments. The Company was in compliance with all such covenants at June 30, 2024. The Credit Facility also contains customary events of default, including cross-defaults of any indebtedness or guarantees in excess of $75.0 million. If any event of default occurs and is continuing, the administrative agent under the Credit Facility may, with the consent, or shall, at the request of a majority of the lenders under the Credit Facility, terminate the commitments and declare all of the amounts owed under the Credit Facility to be immediately due and payable.

Proceeds from borrowings under the Credit Facility may generally be used to finance ongoing working capital requirements, including permitted acquisitions, repurchases of Common Stock pursuant to any then-existing stock repurchase programs, dividend payments, if and when declared, and other general corporate activities. For the year ended June 30, 2024, the Company had no new borrowings and repaid $215.0 million of outstanding borrowings under the Credit Facility. The Company had no outstanding borrowings under the Credit Facility at June 30, 2024 with $995.0 million of available borrowing capacity after reductions for outstanding letters of credit.

During the years ended June 30, 2024 and 2023, interest expense on borrowings under the Credit Facility was $2.5 million and $12.7 million, respectively.

Notes Payable

Notes Payable to Former Limited Partners

At June 30, 2024, the Company had $101.5 million of notes payable to former limited partners, (“LP”), net of discounts on notes payable of $1.2 million, all of which was recorded to current portion of notes payable to former LPs in the accompanying Consolidated Balance Sheets. At June 30, 2023, the Company had $201.2 million of notes payable to former LPs, net of discounts on notes payable of $4.2 million, of which $99.7 million was recorded to current portion of notes payable to former LPs in the accompanying Consolidated Balance Sheets. The notes payable to former LPs were issued in connection with the early termination of the TRA as part of the August 2020 Restructuring. Although the notes payable to former LPs are non-interest bearing, pursuant to GAAP requirements, they were recorded net of imputed interest at a fixed annual rate of 1.8%. During the year ended June 30, 2024, the Company paid $102.7 million to members including imputed interest of $3.0 million. During the year ended June 30, 2023, the Company paid $102.7 million to members including imputed interest of $4.9 million.

Other

At June 30, 2024 and 2023, the Company had $1.0 million and $2.3 million in other notes payable, respectively, of which $1.0 million and $1.5 million, respectively, were included in current portion of long-term debt in the accompanying Consolidated Balance Sheets. Other notes payable do not bear interest and generally have stated maturities of three to five years from their date of issuance.

Future minimum principal payments on the notes as of June 30, 2024 are as follows (in thousands):

2025 (a)	$	103,693
Total principal payments	$	103,693

_________________________________

(a) There are no future minimum principal payments after 2025.

XML

LIABILITY RELATED TO THE SALE OF FUTURE REVENUES

12 Months Ended

Jun. 30, 2024

Other Liabilities Disclosure [Abstract]

LIABILITY RELATED TO THE SALE OF FUTURE REVENUES

(10) LIABILITY RELATED TO THE SALE OF FUTURE REVENUES

On July 25, 2023, the Company sold the equity interest in its wholly-owned subsidiary, Non-Healthcare Holdings, LLC, pursuant to an equity purchase agreement with OMNIA (“Equity Purchase Agreement”) for a total purchase price of $723.8 million. As of June 30, 2024, the Company had received cash of $681.4 million, and in July 2024, the Company received the final payment of approximately $42.4 million. See Note 15 - Income Taxes for further income tax considerations on cash proceeds received as of June 30, 2024.

Pursuant to the terms of the Equity Purchase Agreement, OMNIA acquired Premier’s non-healthcare GPO member agreements which includes the associated net cash flows generated from administrative fees from purchasing on supplier contracts. In conjunction with the execution of the Equity Purchase Agreement, the Company and OMNIA entered into a 10 year channel partnership agreement (the “Channel Agreement”) pursuant to which OMNIA’s existing and newly acquired members will have access to Premier’s supplier portfolio in which 100% of the administrative fees generated will be remitted to OMNIA. Under the terms of the Channel Agreement, although the Company sold the rights to retain future net administrative fees from the non-healthcare GPO member agreements, the Company continues to maintain significant involvement in the generation of the gross administrative fees through its supplier portfolio. Additionally, the Company has the right to retain an “Royalty Fee” over the term of the Channel Agreement based on the continued growth of the non-healthcare GPO member agreements. Due to the Company’s continued involvement, the Company will continue to record net administrative fees from the non-healthcare agreements as revenue. The Company recorded the net proceeds from this transaction as a liability related to the sale of future revenues on the accompanying Consolidated Balance Sheets, which will be amortized using the effective interest method over the remaining contractual life of the Channel Agreement. The Company has no obligation to pay OMNIA any principal or interest balance on the sale of future revenues liability outside of the cash flows generated for administrative fees from the Channel Agreement.

As payments for administrative fees are remitted to OMNIA, the balance of Premier’s obligation will effectively be repaid over the term of the Channel Agreement. To determine the amortization of the liability related to the sale of future revenues, the Company estimated the total future revenues expected to be remitted over the life of the Channel Agreement less any Royalty Fees retained by the Company. Future payments will result in the reduction of the liability related to the sale of future revenues less interest expense. The Company calculated the effective interest rate based on future expected revenue, which resulted in an effective annual interest rate of 2.5%. The Company will maintain a consistent interest rate throughout the life of the Channel Agreement. This estimate contains significant assumptions that impact both the amount of liability and interest expense recorded over the life of the Channel Agreement, including estimated future revenues expected to be remitted to OMNIA, less any Royalty Fee retained and the effective annual interest rate. The Company will assess the estimated future cash flows related to the sale of future revenues for material changes at each reporting period. There are several factors that could materially affect the amount and timing of payments to OMNIA, and correspondingly, the amount of interest expense recorded, most of which are outside the Company’s control. Such factors include, but are not limited to, retention by OMNIA of the non-healthcare GPO members, growing the existing portfolio of non-healthcare members and general competition of GPOs.

Changes to any of these factors could result in an increase or decrease to expected future revenue and interest expense related to the sale of future revenues. To the extent the amount or timing of future payments varies materially from the original estimate, the Company will make a cumulative adjustment to the carrying amount of the liability, which will be recorded as a non-cash gain or loss in other income in the Consolidated Statements of Income and Comprehensive Income. For the year ended June 30, 2024, the Company did not record cumulative adjustments to the carrying amount of the liability.

At June 30, 2024, the Company had $651.2 million of debt related to the sale of non-healthcare GPO member contracts and associated future revenues, of which $51.8 million was recorded to current portion of the liability related to the sale of future revenues in the accompanying Consolidated Balance Sheets. For the year ended June 30, 2024, the Company recorded $55.3 million in revenue that was sold to OMNIA in net administrative fees and $14.2 million in imputed interest expense related to the sale of future revenues in interest expense, net in the Consolidated Statements of Income and Comprehensive Income.

The following table shows the activity of the liability related to the sale of future revenues since the transaction inception through June 30, 2024 (in thousands):

	June 30, 2024
Proceeds from the sale of future revenues	$	681,427
Imputed interest expense associated with the sale of future revenues	14,201
Payments against the liability related to the sale of future revenues	(44,407)
Liability related to the sale of future revenues	$	651,221

XML

STOCKHOLDERS' EQUITY

12 Months Ended

Jun. 30, 2024

Equity [Abstract]

STOCKHOLDERS' EQUITY

(11) STOCKHOLDERS' EQUITY

As of June 30, 2024, there were 105,027,079 shares of the Company’s Common Stock, par value $0.01 per share, outstanding.

On February 5, 2024, the Company announced that its Board of Directors approved a new share repurchase authorization for up to $1.0 billion of its common stock and that the Company entered into entered into an accelerated share repurchase agreement (the “ASR Agreement”) pursuant to the share repurchase authorization. Repurchases of the Company’s common stock under the share repurchase authorization may occur from time to time through June 30, 2025, in open market purchases, privately negotiated transactions, accelerated or other structured repurchase programs or other means, subject to compliance with applicable securities laws and other legal requirements. After giving effect to the accelerated share repurchase transaction pursuant to the ASR Agreement, which was completed in July 2024, the Company has remaining authorization to repurchase up to $600.0 million of its Common Stock pursuant to the share repurchase authorization.

On February 5, 2024, the Company entered into the ASR Agreement with Bank of America, N.A. (“Bank of America”) to repurchase an aggregate of $400.0 million of shares of the Company’s Common Stock, excluding fees and expenses. Under the terms of the ASR Agreement, the Company made a payment of $400.0 million to Bank of America and, on February 8 and 9, 2024, received initial deliveries of an aggregate of 15.0 million shares of the Company’s Common Stock, or $320.0 million, based on the closing price on February 7, 2024 of $21.29 per share.

The initial delivery of shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. The ASR Agreement was accounted for as a treasury stock transaction and forward stock purchase contract. The shares delivered were recorded in treasury stock and immediately retired and recorded to retained earnings, and the unsettled portion of the ASR Agreement was recorded in additional paid-in capital in the Company’s Consolidated Balance Sheet. The forward stock purchase contract is considered indexed to the Company’s own stock and is classified as an equity instrument. On July 11, 2024, as final settlement of the accelerated share repurchase transaction under the ASR Agreement, the Company received from Bank of America a delivery of 4.8 million shares of the Company’s Common Stock which were recorded in treasury stock and immediately retired and recorded to retained earnings. In total, the Company repurchased 19.9 million shares of Common Stock at an average price of $20.12 per share under the ASR Agreement, which represents the volume-weighted average share price of Common Stock during the term of the ASR Agreement less a price adjustment.

Holders of Common Stock are entitled to (i) one vote for each share held of record on all matters submitted to a vote of stockholders, (ii) receive dividends, when and if declared by the Board of Directors out of funds legally available, subject to any statutory or contractual restrictions on the payment of dividends and subject to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class of series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends or other distributions and (iii) receive pro rata, based on the number of shares of Common Stock held, the remaining assets available for distribution upon the dissolution or liquidation of Premier, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any.

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

XML

EARNINGS PER SHARE

12 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE

(12) EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income attributable to the Company’s stockholders by the weighted average number of shares of common stock outstanding for the period. Except when the effect would be anti-dilutive, the

diluted earnings per share calculation, which is calculated using the treasury stock method, includes the impact of all potentially issuable dilutive shares of the Company’s Common Stock.

The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings per share (in thousands, except per share amounts):

	Year Ended June 30,
	2024		2023		2022
Numerator for basic and diluted earnings per share:
Net income attributable to stockholders (a)	$	119,544	$	175,026	$	265,867
Denominator for earnings per share:
Basic weighted average shares outstanding (b)	113,791		118,767		120,220
Effect of dilutive securities: (c)
Stock options	—		81		206
Restricted stock	553		524		510
Performance share awards	64		517		732
Diluted weighted average shares outstanding	114,408		119,889		121,668
Earnings per share attributable to stockholders:
Basic	$	1.05	$	1.47	$	2.21
Diluted	$	1.04	$	1.46	$	2.19

_________________________________

(a)Net income from continuing operations attributable to stockholders was calculated as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Net income	$	106,719	$	174,887	$	268,318
Net loss (income) attributable to non-controlling interest	12,825		139		(2,451)
Net income attributable to stockholders	$	119,544	$	175,026	$	265,867

(b)Weighted average number of common shares used for basic earnings per share excludes the impact of all potentially issuable dilutive shares of Common Stock for the years ended June 30, 2024, 2023 and 2022.

(c)For the year ended June 30, 2024, the effect of 1.1 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect and the effect of 0.2 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period.

For the year ended June 30, 2023, the effect of 0.4 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect and the effect of 0.3 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period.

For the year ended June 30, 2022, the effect of 0.6 million stock options and restricted stock units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect.

XML

STOCK-BASED COMPENSATION

12 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

(13) STOCK-BASED COMPENSATION

Stock-based compensation expense is recognized over the requisite service period, which generally equals the stated vesting period. The Company does not estimate forfeiture rates but rather adjusts for forfeitures in the periods in which they occur. For the years ended June 30, 2024, 2023 and 2022, the associated deferred tax benefit was calculated at rates of 25% which represents the expected effective income tax rate at the time of the compensation expense deduction and differs from the Company’s current effective income tax rate. See Note 15 - Income Taxes for further information.

Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Pre-tax stock-based compensation expense	$	23,290	$	13,734	$	46,229
Deferred tax benefit (a)	4,991		3,174		8,787
Total stock-based compensation expense, net of tax	$	18,299	$	10,560	$	37,442

_________________________________

(a)For the years ended June 30, 2024, 2023 and 2022, the deferred tax benefit was reduced by $0.9 million, $0.3 million and $3.0 million, respectively, attributable to stock-based compensation expense that is nondeductible for tax purposes pursuant to Section 162(m) as amended by the Tax Cuts and Jobs Act of 2017.

Premier 2013 Equity Incentive Plan

The Premier 2013 Equity Incentive Plan, as amended and restated (and including any further amendments thereto, the “2013 Equity Incentive Plan”) provided for grants of up to 14.8 million shares of the Company’s Common Stock, all of which are eligible to be issued as non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units or performance share awards. On September 24, 2023, the 2013 Equity Incentive Plan expired; no new grants will be issued under the plan.

Premier 2023 Equity Incentive Plan

The Premier 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”), which became effective December 1, 2023 upon approval of Premier’s stockholders, provides for grants of up to 6.0 million shares of the Company’s Common Stock, all of which are eligible to be issued as non-qualified stock options, incentive stock options, stock appreciation rights, restricted shares, restricted stock units or performance share awards. As of June 30, 2024, there were approximately 5.9 million shares available for grant under the 2023 Equity Incentive Plan.

The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2024:

	Restricted Stock			Performance Share Awards			Stock Options
	Number of Awards	Weighted Average Fair Value at Grant Date		Number of Awards	Weighted Average Fair Value at Grant Date		Number of Options	Weighted Average Exercise Price
Outstanding at June 30, 2023	1,847,790	$	33.11	1,470,824	$	33.08	465,322	$	33.15
Granted	1,117,139	21.61		684,026	18.70		—	—
Vested/exercised	(575,907)	30.72		(458,905)	29.18		—	—
Forfeited	(187,293)	29.28		(117,742)	30.95		(21,742)	32.78
Outstanding at June 30, 2024	2,201,729	$	28.23	1,578,203	$	28.14	443,580	$	33.17
Stock options outstanding and exercisable at June 30, 2024							443,580	$	33.17

Restricted stock units and restricted stock awards issued prior to June 1, 2023 generally vest in full at the end of a three-year period for employees and a one-year period for directors. Beginning June 1, 2023, restricted stock units and restricted stock awards issued to employees generally vest in equal annual installments over a three-year period. Performance share awards issued and outstanding generally vest at the end of a three-year period subject to whether and to what extent performance targets are met. Stock options generally vest in equal annual installments over a three-year period. Stock options have a term of ten years from the date of grant. Vested stock options will generally expire on the earlier of the scheduled expiration date and twelve months after an employee’s termination with the Company; however, in certain termination circumstances, vested stock options will expire on the earlier of the scheduled expiration date and 90 days after an employee’s termination with the Company.

Unrecognized stock-based compensation expense at June 30, 2024 was as follows (in thousands):

	Unrecognized Stock-Based Compensation Expense		Weighted Average Amortization Period
Restricted stock	$	31,037	1.9 years
Performance share awards	6,075		1.6 years
Total unrecognized stock-based compensation expense	$	37,112	1.8 years

At June 30, 2024, there was no unrecognized stock-based compensation expense for outstanding stock options. There were no stock options exercised during the year ended June 30, 2024, and the stock options outstanding and exercisable at June 30, 2024 had zero aggregate intrinsic value.

XML

POST-RETIREMENT BENEFITS

12 Months Ended

Jun. 30, 2024

Postemployment Benefits [Abstract]

POST-RETIREMENT BENEFITS

(14) POST-RETIREMENT BENEFITS

The Company maintains a defined contribution 401(k) retirement savings plan which covers employees who meet certain age and service requirements. This plan allows for employee contributions of up to 30% and matching employer contributions of up to 4% of the total contributions, not to exceed certain limits. The Company’s 401(k) expense related to such matching of employee contributions was $13.3 million, $12.8 million and $12.1 million for the years ended June 30, 2024, 2023 and 2022, respectively.

The Company also maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of certain tax limits.

XML

INCOME TAXES

12 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

(15) INCOME TAXES

Significant components of consolidated income tax expense were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Current:
Federal	$	131,614	$	692	$	864
State	34,030		3,016		926
Total current tax expense	165,644		3,708		1,790
Deferred:
Federal	(103,491)		54,146		49,335
State	(19,082)		17,257		7,457
Total deferred tax (benefit) expense	(122,573)		71,403		56,792
Total income tax expense	$	43,071	$	75,111	$	58,582

Reconciliations between the Company’s income tax expense and taxes computed at the federal statutory tax rate of 21.0% for fiscal years ended June 30, 2024, 2023 and 2022 were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Tax at federal statutory rate	$	31,456	$	51,658	$	68,649
Partnership loss (income) not subject to tax	3,297		47		(701)
State taxes (net of federal benefit)	7,084		11,212		14,138
Remeasurement adjustments and other permanent items	3,110		4,628		8,118
Change in valuation allowance	771		52		(31,361)
Deferred tax remeasurement	(319)		7,720		(242)
Uncertain tax position	310		1,092		842
Research and development credit	(4,549)		(2,343)		(2,452)
Other	1,911		1,045		1,591
Total income tax expense	$	43,071	$	75,111	$	58,582
Effective tax rate	28.8 %		30.0 %		17.9 %

The fiscal year 2024 effective tax rate of 28.8% differs from the statutory income tax rate of 21.0% largely driven by non-controlling interest portion of the consolidated partnership loss not subject to tax by the Company and other permanent items offset by research and development credits. The increase in partnership loss (income) not subject to tax is driven by impairment charges related to the Contigo Health reporting unit.

The fiscal year 2023 effective tax rate of 30.0% differs from the statutory income tax rate of 21.0% largely driven by deferred tax remeasurement due to state tax rate changes.

The fiscal year 2022 effective tax rate of 17.9% differs from the statutory income tax rate of 21.0% primarily driven by the aforementioned one-time deferred tax remeasurement and valuation allowance release as a result of the Subsidiary Reorganization. At the consummation of the Subsidiary Reorganization on December 1, 2021, the Company recorded a one-time deferred tax benefit of $33.5 million, primarily driven by deferred tax remeasurement due to tax rate changes and a valuation allowance release.

Deferred Income Taxes

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2024 and 2023 were as follows (in thousands):

	June 30,
	2024		2023
Deferred tax assets
Purchased intangible assets and depreciation	$	496,174	$	558,622
Stock compensation	7,756		9,818
Accrued expenses	55,186		51,158
Net operating losses and credits	30,955		38,271
Sale of member contracts and associated future revenues to OMNIA	162,992		—
Partnership basis differences	45,447		14,399
Other	10,213		12,681
Total deferred tax assets	808,723		684,949
Valuation allowance for deferred tax assets	(5,375)		(4,604)
Deferred tax assets, net of valuation allowance	803,348		680,345
Deferred tax liabilities
Equity earnings	(20,738)		(20,644)
Other liabilities	(6,408)		(6,072)
Net deferred tax assets	$	776,202	$	653,629

As of June 30, 2024 and 2023, the Company had net deferred tax assets of $776.2 million and $653.6 million, respectively. The increase is largely attributable to the sale of member contracts and associated future revenues to OMNIA. During the year, the Company recorded a $162.5 million cash tax obligation associated with the sale of non-healthcare GPO member contracts and associated future revenues to OMNIA. During the year ended June 30, 2024, the Company made payments of $162.3 million for taxes related to the proceeds received from the sale of future revenues to OMNIA. The remaining $0.2 million is due during first quarter of fiscal year 2025. Additionally, the Company recorded an offsetting deferred tax asset of $163.0 million to be recorded to current income tax expense as the Company recognizes revenues associated with non-healthcare GPO member contracts.

At June 30, 2024, the Company had federal and state net operating loss carryforwards of $72.3 million and $110.2 million, respectively, primarily attributable to PHSI and PSCI. The resulting federal and state deferred tax assets were $15.2 million and $5.0 million, respectively. The definite-lived federal and state net operating loss carryforwards, primarily generated prior to fiscal year 2019, expire between the years ended June 30, 2025 through June 30, 2039 while the remaining federal and state net operating losses, primarily generated in fiscal year 2019 and beyond, can be carried forward indefinitely until utilized. A valuation allowance was established for federal and state losses as the Company believes it is more likely than not that a portion of these losses will not be realized in the near future.

At June 30, 2024, the Company had federal research and development credit carryforwards of $12.1 million. The federal credit carryforwards expire at various times between the years ended June 30, 2025 through June 30, 2040, until utilized. As a result of the Subsidiary Reorganization, the Company believes it is more likely than not that the majority of federal and state credit carryforwards will be realized in the near future; however, an additional valuation allowance was recorded during the year ended June 30, 2024 for $1.1 million of research and development credit carryforwards that the Company does not expect to be utilized before expiration.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. The Company assessed the future realization of the tax benefit of its existing deferred tax assets and concluded that it is more likely than not that a portion of the deferred tax assets will not be realized in the future. As a result, the Company recorded a valuation allowance of $5.4 million against its deferred tax assets at June 30, 2024. The valuation allowance increased compared to the $4.6 million valuation allowance recorded as of June 30, 2023.

Unrecognized Tax Benefits

The Company recognizes income tax benefits for those income tax positions determined more likely than not to be sustained upon examination, based on the technical merits of the positions. The reserve for uncertain income tax positions is included in other liabilities in the Consolidated Balance Sheets. Reconciliations of the beginning and ending gross amounts of the Company’s uncertain tax position reserves for the years ended June 30, 2024, 2023 and 2022 were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Beginning of year balance	$	16,912	$	17,124	$	16,704
Increases in prior period tax positions	316		189		120
Decreases in prior period tax positions	(1,308)		(752)		(63)
Reductions on settlements and lapse in statute of limitations	(16)		(16)		(21)
Increases in current period tax positions	698		367		384
End of year balance	$	16,602	$	16,912	$	17,124

If the Company were to recognize the benefits of these uncertain tax positions, the income tax provision would be impacted by $16.8 million, $16.3 million and $15.6 million, including interest and penalties and net of the federal and state benefit for income taxes, for the years ended June 30, 2024, 2023 and 2022, respectively. The Company recognizes interest and penalties accrued on uncertain income tax positions as part of the income tax provision. The amount of accrued interest and penalties was $6.1 million and $5.5 million at June 30, 2024 and 2023, respectively.

Federal tax returns for tax years June 30, 2020 through 2023 remain open as of June 30, 2024. The Company is subject to ongoing state and local examinations for various periods. Activity related to these examinations did not have a material impact on the Company’s financial position or results of operations.

XML

RELATED PARTY TRANSACTIONS

12 Months Ended

Jun. 30, 2024

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

(16) RELATED PARTY TRANSACTIONS

The Company’s 49% ownership share of net income of FFF, which was acquired on July 26, 2016, included in equity in net income of unconsolidated affiliates in the accompanying Consolidated Statements of Income and Comprehensive Income was $8.6 million and $16.6 million for the years ended June 30 2023 and 2022, respectively. As of March 3, 2023, the Company no longer recognizes equity earnings from FFF (see Note 4 - Investments). The Company maintains group purchasing agreements with FFF and receives administrative fees for purchases made by the Company’s members and other customers pursuant to those agreements. Net administrative fees revenue recorded from purchases under those agreements was $1.8 million, $5.7 million and $6.3 million during the years ended June 30, 2024, 2023 and 2022, respectively.

XML

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

(17) COMMITMENTS AND CONTINGENCIES

Operating Leases

Operating lease expense was $9.7 million, $10.0 million and $10.1 million for the years ended June 30, 2024, 2023 and 2022, respectively. As of June 30, 2024, the weighted average remaining lease term was 2.1 years and the weighted average discount rate was 4%.

Future minimum lease payments under noncancelable operating leases with initial lease terms in excess of one year were as follows (in thousands):

2025	$	12,938
2026	9,469
2027	1,486
2028	166
2029	170
Thereafter	309
Total future minimum lease payments	24,538
Less: imputed interest	1,110
Total operating lease liabilities (a)	$	23,428

_________________________________

(a)As of June 30, 2024, the Company had $12.3 million of operating lease liabilities within other current liabilities in the accompanying Consolidated Balance Sheets.

Other Matters

The Company is not currently involved in any litigation it believes to be material. The Company is periodically involved in litigation, arising in the ordinary course of business or otherwise, which from time to time may include stockholder derivative or other similar litigation, claims relating to commercial, product liability, tort and personal injury, employment, antitrust, intellectual property, or other regulatory matters. If current or future government regulations, including but not limited to those with respect to antitrust or healthcare laws, are interpreted or enforced in a manner adverse to the Company or its business, the Company may be subject to regulatory inquiries or investigations, enforcement actions, penalties and other material limitations which could have a material adverse effect on the Company’s business, financial condition and results of operations.

XML

SEGMENTS

12 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

SEGMENTS

(18) SEGMENTS

The Company delivers its solutions and manages its business through two reportable business segments, the Supply Chain Services segment and the Performance Services segment. The Supply Chain Services segment includes the Company’s GPO, supply chain co-management, purchased services and direct sourcing activities. The Performance Services segment consists of three sub-brands: PINC AI, the Company’s technology and services platform; Contigo Health, the Company’s direct-to-employer business; and Remitra, the Company’s digital invoicing and payables automation business.

The following table presents disaggregated revenue by reportable business segment and underlying source (in thousands):

	Year Ended June 30,
	2024		2023		2022
Net revenue:
Supply Chain Services
Net administrative fees	$	620,831	$	611,035	$	601,128
Software licenses, other services and support	51,750		44,261		37,312
Services and software licenses	672,581		655,296		638,440
Products	213,722		244,659		393,506
Total Supply Chain Services (a)	886,303		899,955		1,031,946
Performance Services
Software licenses, other services and support
SaaS-based products subscriptions	179,601		187,618		193,586
Consulting services	92,560		80,292		64,087
Software licenses	85,168		72,376		65,621
Other (b)	103,000		95,891		77,689
Total Performance Services (a)	460,329		436,177		400,983
Total segment net revenue	1,346,632		1,336,132		1,432,929
Eliminations (a)	(271)		(37)		(28)
Net revenue	$	1,346,361	$	1,336,095	$	1,432,901

_________________________________

(a)Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material.

(b)Includes revenue from Contigo Health and certain revenue from Remitra and PINC AI.

Additional segment information related to depreciation and amortization expense, capital expenditures and total assets was as follows (in thousands):

	Year Ended June 30,
Depreciation and amortization expense (a):	2024		2023		2022
Supply Chain Services	$	55,290	$	54,425	$	55,424
Performance Services	65,983		71,006		64,674
Corporate	7,729		8,362		9,009
Total depreciation and amortization expense	$	129,002	$	133,793	$	129,107
Capital expenditures:
Supply Chain Services	$	33,299	$	26,545	$	29,677
Performance Services	46,504		51,532		51,298
Corporate	1,386		4,225		6,465
Total capital expenditures	$	81,189	$	82,302	$	87,440

	Year Ended June 30,
Total assets:	2024		2023
Supply Chain Services	$	1,510,935	$	1,317,076
Performance Services	1,105,100		1,209,353
Corporate	785,408		845,062
Total assets before eliminations	3,401,443		3,371,491
Eliminations (b)	6		(4)
Total assets	$	3,401,449	$	3,371,487

_________________________________

(a)Includes amortization of purchased intangible assets.

(b)Includes eliminations of intersegment transactions which occur during the ordinary course of business.

The Company uses Segment Adjusted EBITDA (a financial measure not determined in accordance with generally accepted accounting principles (“Non-GAAP”)) as its primary measure of profit or loss to assess segment performance and to determine the allocation of resources. The Company also uses Segment Adjusted EBITDA to facilitate the comparison of the segment operating performance on a consistent basis from period to period. The Company defines Segment Adjusted EBITDA as the segment’s net revenue less cost of revenue and operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition-related expenses and non-recurring or non-cash items. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative, and product development activities specific to the operation of each segment. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations.

For more information on Segment Adjusted EBITDA and the use of Non-GAAP financial measures, see “Our Use of Non-GAAP Financial Measures” within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

A reconciliation of income before income taxes to the unaudited Segment Adjusted EBITDA, a Non-GAAP financial measure, is as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Income before income taxes	$	149,790	$	249,998	$	326,900
Equity in net loss (income) of unconsolidated affiliates (a)	295		(16,068)		(23,505)
Interest (income) expense, net	(1,281)		14,470		11,142
Gain on FFF put and call rights (b)	—		—		(64,110)
Other (income) expense, net	(20,832)		(6,307)		9,646
Operating income	127,972		242,093		260,073
Depreciation and amortization	81,728		85,691		85,171
Amortization of purchased intangible assets	47,274		48,102		43,936
Stock-based compensation (c)	23,876		14,355		46,809
Acquisition- and disposition-related expenses	12,612		17,151		11,453
Strategic initiative and financial restructuring-related expenses	2,850		13,831		18,005
Deferred compensation plan expense (income) (d)	8,769		5,422		(9,401)
Impairment of assets	140,053		56,718		18,829
Other reconciling items, net	708		352		302
Total Non-GAAP Adjusted EBITDA (e)	$	445,842	$	483,715	$	475,177
Non-GAAP Adjusted EBITDA (e):
Supply Chain Services (f)	$	466,931	$	483,666	$	477,985
Performance Services (f)	113,440		123,556		126,302
Segment Adjusted EBITDA	580,371		607,222		604,287
Corporate	(134,529)		(123,507)		(129,110)
Total Non-GAAP Adjusted EBITDA	$	445,842	$	483,715	$	475,177

_________________________________

(a)Refer to Note 4 - Investments for further information.

(b)Refer to Note 5 - Fair Value Measurements for more information.

(c)Represents non-cash employee stock-based compensation expense and stock purchase plan expense of $0.6 million for the years ended June 30, 2024, 2023 and 2022.

(d)Represents changes in deferred compensation plan liabilities resulting from realized and unrealized gains and losses and dividend income on deferred compensation plan assets.

(e)The definition for Non-GAAP Adjusted EBITDA was revised from the definition reported in the 2023 Annual Report to exclude the impact of equity earnings in unconsolidated affiliates. For comparability purposes, prior year Non-GAAP financial measures are presented based on the current definition.

(f)Includes intersegment revenue which is eliminated in consolidation.

XML

QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Jun. 30, 2024

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY FINANCIAL DATA (UNAUDITED)

(19) QUARTERLY FINANCIAL DATA (UNAUDITED)

The following tables present unaudited summarized financial data by quarter for the years ended June 30, 2024 and 2023 (in thousands, except per share data):

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal Year 2024
Net revenue	$	318,752	$	334,745	$	342,596	$	350,268
Gross profit	210,582		221,283		220,333		235,814
Net income (loss)	42,410		52,866		(49,162)		60,605
Net loss attributable to non-controlling interest	2,351		1,436		8,967		71
Net income (loss) attributable to stockholders	44,761		54,302		(40,195)		60,676
Weighted average shares outstanding:
Basic	119,344		119,702		111,156		104,838
Diluted	120,133		120,057		111,156		105,596
Earnings (loss) per share attributable to stockholders:
Basic	$	0.38	$	0.45	$	(0.36)	$	0.58
Diluted	$	0.37	$	0.45	$	(0.36)	$	0.57

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal Year 2023
Net revenue	$	313,873	$	359,626	$	322,232	$	340,364
Gross profit	201,985		242,741		219,070		232,493
Net income	42,959		64,374		48,649		18,905
Net (income) loss attributable to non-controlling interest	(243)		(328)		(1,848)		2,558
Net income attributable to stockholders	42,716		64,046		46,801		21,463
Weighted average shares outstanding:
Basic	118,351		118,787		118,872		119,064
Diluted	120,033		119,652		119,816		120,061
Earnings per share attributable to stockholders:
Basic	$	0.36	$	0.54	$	0.39	$	0.18
Diluted	$	0.36	$	0.54	$	0.39	$	0.18

XML

Schedule II Valuation and Qualifying Accounts

12 Months Ended

Jun. 30, 2024

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II Valuation and Qualifying Accounts

Schedule II Valuation and Qualifying Accounts

(in thousands)	Beginning Balance		Additions/(Reductions) to Expense or Other Accounts	Deductions	Ending Balance
Year ended June 30, 2024
Allowance for credit losses	$	3,763	469	655	$	3,577
Deferred tax assets valuation allowance	4,604		771	—	5,375
Year ended June 30, 2023
Allowance for credit losses	$	2,798	1,775	810	$	3,763
Deferred tax assets valuation allowance	4,552		52	—	4,604
Year ended June 30, 2022
Allowance for credit losses	$	2,284	2,153	1,639	$	2,798
Deferred tax assets valuation allowance	35,913		(31,361)	—	4,552

XML

Insider Trading Arrangements

3 Months Ended

12 Months Ended

Jun. 30, 2024

shares

Jun. 30, 2024

shares

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

The table below sets forth SEC Rule 10b5-1 trading plans adopted by certain directors and executive officers (as defined in SEC Rule 16a-(f)) during the quarter ended June 30, 2024. All of these plans were adopted during the quarterly trading window under our Insider Trading Policy. Other than as set forth in the table, during the three months ended June 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading

arrangement” (as defined in Item 408(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

			Trading Arrangement
Name and Title	Action	Date	Rule 10b5-1(a)	Non-Rule 10b5-1(b)	Total Shares to be Sold(c)	Scheduled Expiration Date(d)
Andrew F. Brailo, Chief Commercial Officer	Adopt	06/03/2024	X		21,390	12/27/2024
Jody R. Davids, Director	Adopt	05/30/2024	X		13,600	12/27/2024

_________________________________

(a)10b5-1 trading plan intended to satisfy the affirmative defense of SEC Rule 10b5-1(c).

(b)“Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

(c)The numbers in this column represent the maximum number of shares of our Common Stock that may be sold pursuant to each trading plan. The actual number of shares sold pursuant to each trading plan will depend on the satisfaction of certain conditions set forth therein prior to expiration or termination of the plan.

(d)Each trading plan terminates on the earlier to occur of: (i) the expiration date listed in the table above; (ii) the first date on which all trades set forth in the plan have been executed; or (iii) such date the plan otherwise terminates according to its terms.

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Andrew F. Brailo [Member]

Trading Arrangements, by Individual

Name

Andrew F. Brailo

Title

Chief Commercial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

06/03/2024

Expiration Date

12/27/2024

Arrangement Duration

208 days

Aggregate Available

21,390

21,390

Jody R. Davids [Member]

Trading Arrangements, by Individual

Name

Jody R. Davids

Title

Director

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

05/30/2024

Expiration Date

12/27/2024

Arrangement Duration

212 days

Aggregate Available

13,600

13,600

XML

Insider Trading Policies and Procedures	12 Months Ended
	Jun. 30, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

XML

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercised control and when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. The financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of results of operations and financial condition for the periods shown, consisting of normal recurring adjustments, unless otherwise disclosed. Certain amounts in prior periods have been reclassified to conform to the current period presentation. The Company believes that the disclosures are adequate to make the information presented not misleading.

Supplementary Cash Flows Information

The following table presents supplementary cash flows information for the years ended June 30, 2024, 2023 and 2022 (in thousands):

	Year Ended June 30,
	2024		2023		2022
Supplemental schedule of cash flows information:
Interest paid	$	16,309	$	18,712	$	11,256
Income taxes paid	168,585		4,593		3,103
Supplemental schedule of non-cash investing and financing activities:
Non-cash additions to property and equipment	$	6,446	$	2,731	$	402
Accrued dividend equivalents	1,934		1,032		963
Accrued excise taxes related to repurchase of Class A common stock	2,992		—		—
Non-cash investment in unconsolidated affiliates	—		8,819		—

Use of Estimates in the Preparation of Financial Statements

Use of Estimates in the Preparation of Financial Statements

The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Significant estimates are evaluated on an ongoing basis, including, but not limited to, estimates for net administrative fees revenue, software licenses, other services and support revenue, contract assets, deferred revenue, contract costs, allowances for credit losses, reserves for net realizable value of inventory, obsolete inventory, useful lives of property and equipment, stock-based compensation, deferred tax balances including valuation allowances on deferred tax assets, uncertain tax positions, values of investments not publicly traded, projected future cash flows used in the evaluation of asset impairments, values of call rights, values of earn-out liabilities and the allocation of purchase prices. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Business Combinations

Business Combinations

The Company accounts for acquisitions of a business using the acquisition method. All of the assets acquired, liabilities assumed, contractual contingencies and contingent consideration are recognized at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Acquisition costs are recorded as expenses in the Consolidated Statements of Income and Comprehensive Income.

Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, the Company typically uses the income method. This method starts with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with remaining maturities of three months or less at the time of acquisition.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The

fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows:

Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market;

Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument; and

Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Accounts Receivable

Accounts Receivable

Financial instruments, other than marketable securities, that subject the Company to potential concentrations of credit risk consist primarily of the Company’s receivables and contract assets (see below for discussion of contract assets). Receivables consist largely of amounts due from hospital and healthcare system members for services and products. The Company maintains an allowance for expected credit losses. This allowance is an estimate and is regularly evaluated by the Company for adequacy by taking into consideration factors such as past experience, credit quality of the member and other customer base and age of the receivable balances, both individually and in the aggregate. As receivables are generally due within one year, changes to economic conditions are not expected to have a significant impact on the estimate of expected credit losses. However, economic conditions are monitored on a quarterly basis to determine if any adjustments are deemed necessary. Provisions for the allowance for expected credit losses attributable to bad debt are recorded in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income. Accounts deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of receivables could be further adjusted.

Contract Assets, Contract Costs, Deferred Revenue and Revenue Recognition

Contract Assets

Supply Chain Services contract assets represent estimated member purchases on supplier contracts for which administrative fees have been earned but not collected. Historically, the Company has not recognized an allowance for credit losses for contract assets associated with administrative fees. Performance Services contract assets represent revenue earned for services provided which the Company is not contractually able to bill as of the end of the respective reporting period. Under ASC Topic 326, the Company includes Performance Services’ contract assets in the reserving process and assesses the risk of loss similar to the methodology of the Company’s receivables, since the contract assets are reclassified to receivables when the Company becomes entitled to payment. Accordingly, a reserve is applied upon recognition of the contract asset. Certain contract assets are due for periods greater than one year, and changes to economic conditions may have an impact on these receivables. The Company monitors economic conditions on a quarterly basis to determine if changes to the reserve are necessary.

Contract Costs

Contract costs represent amounts the Company has capitalized and reflect the incremental costs of obtaining and fulfilling a contract, which include sales commissions and costs related to implementing SaaS informatics tools. For commissions on new contracts, these costs are amortized over the life of the expected relationship with the customer for the respective performance obligation. For renewals, commissions are amortized over the contract life with the customer. Implementation costs are amortized on a straight-line basis, once the tool is implemented, over the life of the expected relationship with the customer for the respective performance obligation, which is consistent with the transfer of services to the customer to which the implementation relates. The Company’s contract costs are included in other assets in the Consolidated Balance Sheets. The associated amortization related to sales commissions and implementation costs is included in selling, general and administrative expenses and cost of revenue, respectively, in the Consolidated Statements of Income and Comprehensive Income.

Deferred Revenue

Deferred revenue consists of unrecognized revenue related to advanced customer invoicing or member payments received prior to fulfillment of the Company’s revenue recognition criteria. Substantially all deferred revenue consists of deferred subscription fees and deferred consulting fees. Subscription fees for Company-hosted SaaS applications are deferred until the customer’s unique data records have been incorporated into the underlying software database or until customer site-specific software has been implemented and the customer has access to the software. Deferred consulting fees arise upon invoicing to customers prior to services being performed.

Revenue Recognition

The Company accounts for a contract with a customer when the contract is approved and the parties are committed to perform their respective obligations, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.

Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. If the consideration promised in a contract includes a variable amount, the Company estimates the amount to which it expects to be entitled using either the expected value or most likely amount method. The Company’s contracts may include terms that could cause variability in the transaction price, including, for example, revenue share, rebates, discounts and variable fees based on performance.

The Company only includes estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates require management to make complex, difficult or subjective judgments and to make estimates about the effect of matters inherently uncertain. As such, the Company may not be able to reliably estimate variable fees based on performance in certain long-term arrangements due to uncertainties that are not expected to be resolved for a long period of time or when the Company’s experience with similar types of contracts is limited. Estimates of variable consideration and the determination of whether to include estimated amounts of consideration in the transaction price are based on information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Additionally, management performs periodic analyses to verify the accuracy of estimates for variable consideration.

Although the Company believes that its approach in developing estimates and reliance on certain judgments and underlying inputs is reasonable, actual results could differ which may result in increases or decreases in revenue that could be material.

Performance Obligations

A performance obligation is a promise to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Contracts may have a single performance obligation as the promise to transfer individual goods or services is not separately identifiable from other promises, and therefore, not distinct, while other contracts may have multiple performance obligations, most commonly due to the contract covering multiple deliverable arrangements such as licensing, subscription, consulting services, etc.

Net Administrative Fees Revenue

Net administrative fees revenue is a single performance obligation earned through a series of distinct daily services and includes maintaining a network of members to participate in the group purchasing program and providing suppliers efficiency in contracting and access to the Company’s members. Revenue is generated through administrative fees received from suppliers and is included in net administrative fees revenue in the accompanying Consolidated Statements of Income and Comprehensive Income.

The Company, through its GPO programs, aggregates member purchasing power to negotiate pricing discounts and improve contract terms with suppliers. Contracted suppliers pay the Company administrative fees which generally represent 1% to 3% of the purchase price of goods and services sold to members under the contracts the Company has negotiated. Administrative fees are variable consideration and are recognized as earned based upon estimated purchases by the Company’s members utilizing analytics based on historical member spend and updates for current trends and expectations. Administrative fees are estimated due to the difference in timing of when a member purchases on a supplier contract and when the Company receives the purchasing information. Member and supplier contracts substantiate persuasive evidence of an arrangement. The Company does not take title to the underlying equipment or products purchased by members through its GPO supplier contracts. Administrative fee revenue receivable is included in contract assets in the accompanying Consolidated Balance Sheets.

Generally, the Company pays a revenue share to members equal to a percentage of gross administrative fees, which is estimated according to the members’ contractual agreements with the Company using a portfolio approach based on historical revenue share percentages and adjusted for current or anticipated trends. Revenue share is recognized as a reduction to gross administrative fees revenue to arrive at a net administrative fees revenue, and the corresponding revenue share liability is included in revenue share obligations in the accompanying Consolidated Balance Sheets.

Products Revenue

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

Software Licenses, Other Services and Support Revenue

The Company generates software licenses, other services and support revenue through Supply Chain Services and Performance Services.

Within Supply Chain Services, revenue is generated through the GPO, supply chain co-management and SaaS-based purchased services activities.

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

Supply Chain Co-Management.    Supply chain co-management activities generate revenue in the form of a service fee for services performed under the supply chain management contracts. Service fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed.

Within Performance Services, which provides technology with wrap-around service offerings, revenue is generated through the three sub-brands: PINC AI, Contigo Health and Remitra. The main sources of revenue under PINC AI consists of subscriptions to SaaS-based clinical intelligence, margin improvement and value-based care products subscriptions, licensing revenue, professional fees for consulting services and other miscellaneous revenue including PINC AI data licenses, annual subscriptions

to performance improvement collaboratives, insurance services management fees and commissions from endorsed commercial insurance programs. Contigo Health’s main sources of revenue are third-party administrator fees, fees from the centers of excellence program and cost containment and wrap network fees. Remitra’s main source of revenue is fees from healthcare suppliers and providers.

PINC AI:

SaaS-based Products Subscriptions:    SaaS-based clinical analytics subscriptions include the right to access the Company’s proprietary hosted technology on a SaaS basis, training and member support to deliver improvements in cost management, margin improvement, quality and safety, value-based care and provider analytics. SaaS arrangements create a single performance obligation for each subscription within the contract in which the nature of the obligation is a stand-ready obligation, and each day of service meets the criteria for over time recognition. Pricing varies by application and size of healthcare system. Clinical analytics products subscriptions are generally three- to five-year agreements with automatic renewal clauses and annual price escalators that typically do not allow for early termination. These agreements do not allow for physical possession of the software. Subscription fees are typically billed on a monthly basis and revenue is recognized as a single deliverable on a straight-line basis over the remaining contractual period following implementation. Implementation involves the completion of data preparation services that are unique to each member’s data set in order to access and transfer member data into the Company’s hosted SaaS-based clinical analytics products. Implementation is generally 60 to 240 days following contract execution before the SaaS-based clinical analytics products can be fully utilized by the member.

Software Licenses:    Enterprise analytics licenses include term licenses that range from three to ten years and offer clinical analytics products, improvements in cost management, quality and safety, value-based care and provider analytics. Pricing varies by application and size of healthcare system. Revenue on licensing is recognized upon delivery of the software code, and revenue from hosting and maintenance is recognized ratably over the life of the contract.

Consulting Services:    Professional fees for consulting services are sold under contracts, the terms of which vary based on the nature of the engagement. These services typically include general consulting, report-based consulting and cost savings initiatives. Promised services under such consulting engagements are typically not considered distinct and are regularly combined and accounted for as one performance obligation. Fees are billed as stipulated in the contract, and revenue is recognized on a proportional performance method as services are performed or when deliverables are provided. In situations where the contracts have significant contract performance guarantees, the performance guarantees are estimated and accounted for as a form of variable consideration when determining the transaction price. In the event that guaranteed savings levels are not achieved, the Company may have to perform additional services at no additional charge in order to achieve the guaranteed savings or pay the difference between the savings that were guaranteed and the actual achieved savings. Occasionally, the Company’s entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report for which client acceptance is required. However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous benefit provided to the Company’s customers.

Consulting arrangements can require significant estimates for the transaction price and estimated number of hours within an engagement. These estimates are based on the expected value which is derived from outcomes from historical contracts that are similar in nature and forecasted amounts based on anticipated savings for the new agreements. The transaction price is generally constrained until the target transaction price becomes more certain.

Other Miscellaneous Revenue:

•Revenue from PINC AI data licenses which provide customers data from the PINC AI healthcare database. The revenue from the data deliverables is recognized upon delivery of the data.

•Revenue from performance improvement collaboratives that support the Company’s offerings in cost management, quality and safety, and value-based care is recognized over the service period as the services are provided, which is generally one to three years. Performance improvement collaboratives revenue is considered one performance obligation and is generated by providing customers access to online communities whereby data is housed and available for analytics and benchmarking.

•Insurance services management fees are recognized in the period in which such services are provided. Commissions from insurance carriers for sponsored insurance programs are earned by acting as an intermediary in the placement of effective insurance policies. Under this arrangement, revenue is recognized at a point in time on the effective date of the associated policies when control of the policy transfers to the customer and is constrained for estimated early terminations.

Contigo Health:

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

Remitra:

Revenue for Remitra primarily consists of fees from healthcare suppliers and providers as well as members and other customers. For fixed fee contracts, revenue is recognized in the period in which the services have been provided. For variable rate contracts, revenue is recognized as customers are invoiced. Additional revenue consists of fees from check replacement services which consist of monthly rebates from bank partners.

Multiple Deliverable Arrangements

The Company enters into agreements where the individual deliverables discussed above, such as SaaS subscriptions, term licenses and consulting services, are bundled into a single service arrangement. These agreements are generally provided over a time period ranging from approximately three months to five years after the applicable contract execution date. On occasion, agreements may range up to ten years. The Company uses judgment in determining the stand-alone selling price (“SSP”) for products and services. Revenue, including both fixed and variable consideration, is allocated to the individual performance obligations within the arrangement based on the SSP. The Company typically establishes a SSP range for products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, the Company applies observable inputs using the value relationship between support and term license and the average economic life of the products.

Inventory

Inventory

Inventory consisting of finished goods, primarily medical products, are stated at the lower of cost or net realizable values on an average cost basis. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and unusable inventory and records necessary provisions to reduce such inventory to net realizable value. As of June 30, 2024 and 2023, these provisions were $2.9 million and $10.8 million, respectively.

Property and Equipment, Net

Property and Equipment, Net

Property and equipment is recorded at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the Consolidated Statements of Income and Comprehensive Income for the respective period. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Capitalized modifications to leased properties are amortized using the straight-line method over the shorter of the lease term or the assets’ estimated useful lives. See Note 7 - Supplemental Balance Sheet Information.

Costs associated with internally-developed computer software that are incurred in the preliminary project stage are expensed as incurred. During the development stage and once the project has reached technological feasibility, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized. Capitalized software costs are included in property and equipment, net in the accompanying Consolidated Balance Sheets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the related software applications of up to five years, and amortization is included in cost of revenue or selling, general and administrative expenses in the accompanying Consolidated Statements of Income and Comprehensive Income based on the software’s end use. Replacements and major improvements are capitalized, while maintenance and repairs are expensed as incurred. Some of the more significant estimates and assumptions inherent in this process involve determining the stages of the software development project, the direct costs to capitalize and the estimated useful life of the capitalized software. The Company capitalized costs related to internally-developed software of $73.4 million and $77.8 million during the years ended June 30, 2024 and 2023, respectively.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the asset or asset group is used and the effects of obsolescence, demand, competition and other economic factors.

Intangible Assets

Intangible Assets

Definite-lived intangible assets consist primarily of member relationships, provider networks, technology, customer relationships, trade names and non-compete agreements and are amortized on a straight-line basis over their estimated useful lives. See Note 8 - Goodwill and Intangible Assets.

The Company reviews the carrying value of definite-lived intangible assets subject to amortization for impairment whenever events and circumstances indicate that the carrying value of the intangible asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition. In cases where the undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the intangible asset subject to amortization on the measurement date. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which the definite-lived intangible asset is used and the effects of obsolescence, demand and competition, as well as other economic factors.

The Company performed an analysis of the carrying value of intangible assets subject to amortization on the Contigo Health reporting unit as of March 31, 2024 and resulted in $113.5 million in impairment losses (see Note 8 - Goodwill and Intangible Assets).

Goodwill

Goodwill

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. The Company performs its annual goodwill impairment testing as of the first day of the last fiscal quarter of its fiscal year unless impairment indicators are present which could require an interim impairment test.

Under accounting rules, the Company may elect to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. This qualitative assessment requires an evaluation of any excess of fair value over the carrying value for a reporting unit and significant judgment regarding potential changes in valuation inputs, including a review of the Company’s most recent long-range projections, analysis of operating results versus the prior year, changes in market values, changes in discount rates and changes in terminal growth rate assumptions. If it is determined that an impairment is more likely than not to exist, then the Company is required to perform a quantitative assessment to determine whether or not goodwill is impaired and to measure the amount of goodwill impairment, if any.

A goodwill impairment charge is recognized for the amount by which the reporting unit's carrying amount exceeds its fair value. The Company determines the fair value of a reporting unit using a discounted cash flow analysis as well as market-based approaches. Significant assumptions utilized in determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, revenue growth rates (including perpetual growth rates), EBITDA margin percentages and the amount and timing of expected future cash flows of the reporting unit’s business. The cash flows employed in the discounted cash flow analyses are based on the most recent budget and long-term forecast plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. The market

comparable approach estimates fair value using market multiples of various financial measures compared to a set of comparable public companies and recent comparable transactions.

Based on a qualitative analysis performed at March 31, 2024, the Company determined impairment indicators were present and the carrying value of certain reporting units more likely than not exceeded their fair value. The Company performed a quantitative assessment on the Contigo Health reporting unit which resulted in $16.5 million in goodwill impairment losses (see Note 8 - Goodwill and Intangible Assets). As a result, the Contigo Health reporting unit’s goodwill was fully impaired.

Treasury Stock and Share Retirement

Treasury Stock and Share Retirement

Treasury stock purchases are recorded at cost. As the Company retires treasury shares acquired through share repurchases, the Company returns those shares to the status of authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired to retained earnings.

Liability Related to the Sale of Future Revenues

Liability Related to the Sale of Future Revenues

The Company accounts for the sale of future revenues as a liability, with both current and non-current portions. In order to determine the timing of the reduction in debt associated with the sale of future revenues, the Company estimates the total future revenues expected to be remitted to the purchaser. The Company recognizes interest expense based on an estimated effective annual interest rate. The Company determines the effective interest rate based on recognized and expected future revenue and maintains a consistent interest rate throughout the life of the agreement. This estimate contains significant assumptions that impact both the amount of debt and the interest expense recorded over the life of the agreement. To the extent the amount or timing of future payments varies materially from the original estimate, the Company will make a cumulative adjustment to the carrying amount of the debt, which will be recorded as a non-cash gain or loss in other income in the Consolidated Statements of Income and Comprehensive Income. See Note 10 - Liability Related to the Sale of Future Revenues.

Deferred Compensation Plan Assets and Related Liabilities

Deferred Compensation Plan Assets and Related Liabilities

The Company maintains a non-qualified deferred compensation plan for the benefit of eligible employees. This plan is designed to permit employee deferrals in excess of certain tax limits and provides for discretionary employer contributions in excess of the tax limits applicable to the Company’s 401(k) plan. The amounts deferred are invested in assets at the direction of the

employee. Company assets designated to pay benefits under the plan are held by a rabbi trust and are subject to the general creditors of the Company.

The assets, classified as trading securities, and liabilities of the rabbi trust are recorded at fair value and are accounted for as assets and liabilities of the Company. The assets of the rabbi trust are designated to fund the deferred compensation plan liabilities owed to current and former employees. The deferred compensation plan contains both current and non-current assets. The current portion of the deferred compensation plan assets is comprised of estimated amounts to be paid within one year to departed participants following separation from the Company.

Leases

Leases

The Company enters into lease contracts in which the Company is the lessee, substantially all of which are related to office space leased in various buildings used for general corporate purposes. The terms of these non-cancelable operating leases typically require the Company to pay rent and a share of operating expenses and real estate taxes, generally with an inflation-based rent increase included. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term beginning at the commencement date. Operating lease right-of-use assets are adjusted for lease incentives, deferred rent and initial direct costs, if incurred. The Company’s leases generally do not include an implicit rate; therefore, the Company determined the present value of future minimum lease payments using an incremental borrowing rate based on information available as of July 1, 2019, the Company’s transition to ASC Topic 842. For subsequent leases entered into after the transition to ASC Topic 842, the Company determined the present value of future minimum lease payments using an incremental borrowing rate based on information available as of the respective lease commencement date. The related lease expense is recognized on a straight-line basis over the lease term.

Cost of Revenue

Cost of Revenue

Cost of services and software licenses revenue includes expenses related to employees (including compensation and benefits) and outside consultants who directly provide services related to revenue-generating activities, including consulting services to members and other customers, third-party administrator services and implementation services related to SaaS informatics tools and licensed software products along with associated amortization of certain capitalized contract costs. Cost of services and software licenses revenue also includes expenses related to hosting services, related data center capacity costs, third-party product license expenses and amortization of the cost of internally-developed software.

Cost of products revenue consists of purchase and logistics costs for direct sourced medical products and commodity products.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of expenses directly associated with selling and administrative employees, indirect expenses associated with employees that primarily support revenue generating activities (including compensation and benefits) and travel-related expenses, as well as occupancy and other indirect expenses, insurance expenses, professional fees, expenses incurred to maintain the Company’s software-related products and services and other general overhead expenses. SG&A expenses can also include impairment of goodwill, intangibles or other long-lived assets.

Research and Development Expenses

Research and development expenses consist of employee-related compensation and benefits expenses and third-party consulting fees of technology professionals for internally-developed computer software that are incurred prior to reaching technological feasibility.

Amortization of Purchased Intangible Assets

Amortization of purchased intangible assets includes the amortization of all identified definite-lived intangible assets resulting from acquisitions.

Advertising Costs

Advertising Costs

Advertising costs are expensed as incurred.

Income Taxes

Income Taxes

The Company accounts for income taxes under the asset and liability approach. Deferred tax assets or liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates as well as net operating losses and credit carryforwards, which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets when, based upon the available evidence, it is more likely than not that the deferred tax assets will not be realized.

The Company prepares and files tax returns based on interpretations of tax laws and regulations. The Company’s tax returns are subject to examination by various taxing authorities in the normal course of business. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities.

In determining the Company’s tax expense for financial reporting purposes, the Company establishes a reserve when there are transactions, calculations and tax filing positions for which the tax determination is uncertain and it is more likely than not that such positions would not be sustained upon examinations.

The Company adjusts its tax reserve estimates periodically based on the changes in facts and circumstances, such as ongoing examinations by, and settlements with, various taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated tax expense of any given year includes adjustments to prior year income tax reserves and related estimated interest charges that are considered appropriate. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of income tax expense.

Comprehensive Income

Comprehensive Income

Comprehensive income includes all changes in stockholders’ equity during a period from non-owner sources. Net income and other comprehensive income are reported, net of their related tax effect, to arrive at comprehensive income.

Basic and Diluted Earnings (Loss) per Share (''EPS'')

Basic and Diluted Earnings per Share (“EPS”)

Basic EPS is calculated by dividing net income attributable to stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potentially issuable dilutive shares of Class A common stock (“Common Stock”), unless the effect of such inclusion would result in the reduction of a loss or the increase in income per share. Diluted EPS is calculated by dividing net income attributable to stockholders by the weighted average number of shares of common stock increased by the dilutive effects of potentially issuable dilutive shares of Common Stock during the period. The number of potential common shares outstanding is determined in accordance with the treasury stock method.

Recently Issued Accounting Standards Not Yet Adopted

Recently Issued Accounting Standards Not Yet Adopted

In October 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”), which modifies the disclosure or presentation requirements of a variety of topics in the codification. ASU 2023-06 will be effective for the Company on the date of the SEC’s removal of the related guidance from Regulation S-X or Regulation S-K becomes effective, or for the fiscal year beginning July 1, 2028, at the latest. Early adoption is prohibited. The Company has preliminarily evaluated the new standard and acknowledges the standard will result in enhanced disclosures.

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant expenses. ASU 2023-07 will be effective for the Company for the fiscal year beginning July 1, 2024. Early adoption is permitted. The Company has preliminarily evaluated the new standard and acknowledges the standard will result in enhanced disclosures.

XML

ORGANIZATION AND BASIS OF PRESENTATION (Tables)

12 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule Of Supplementary Cash Flow Information

The following table presents supplementary cash flows information for the years ended June 30, 2024, 2023 and 2022 (in thousands):

	Year Ended June 30,
	2024		2023		2022
Supplemental schedule of cash flows information:
Interest paid	$	16,309	$	18,712	$	11,256
Income taxes paid	168,585		4,593		3,103
Supplemental schedule of non-cash investing and financing activities:
Non-cash additions to property and equipment	$	6,446	$	2,731	$	402
Accrued dividend equivalents	1,934		1,032		963
Accrued excise taxes related to repurchase of Class A common stock	2,992		—		—
Non-cash investment in unconsolidated affiliates	—		8,819		—

XML

INVESTMENTS - (Tables)

12 Months Ended

Jun. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule Of Equity Method Investments

The Company’s investments in unconsolidated affiliates consisted of the following (in thousands):

	Carrying Value				Equity in Net (Loss) Income
	June 30,				Year Ended June 30,
	2024		2023		2024		2023		2022
FFF	$	136,080	$	136,080	$	—	$	8,571	$	16,614
Exela	32,259		32,905		(646)		5,172		1,733
Qventus	16,000		16,000		—		—		—
Prestige	14,850		15,503		640		921		4,303
Other investments	29,373		31,338		(289)		1,404		855
Total investments	$	228,562	$	231,826	$	(295)	$	16,068	$	23,505

The following table shows summarized unaudited results of operations information for FFF, which met the 10% asset test for the year ended June 30, 2022 (in thousands):

	Year Ended
	June 30, 2022
Revenue	$	2,728,855
Gross profit	150,980
Income from operations	55,379
Net income	33,215
Net income attributable to non-controlling interest	16,275

XML

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets at Fair Value on a Recurring Basis

The following table represents the Company's financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands):

	Fair Value of Financial Assets and Liabilities		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2024
Deferred compensation plan assets	$	61,198	$	61,198	$	—	$	—
Total assets	61,198		61,198		—		—
Earn-out liabilities	28,549		—		—		28,549
Total liabilities	$	28,549	$	—	$	—	$	28,549
June 30, 2023
Cash equivalents	$	77	$	77	$	—	$	—
Deferred compensation plan assets	55,566		55,566		—		—
Total assets	55,643		55,643		—		—
Earn-out liabilities	26,603		—		—		26,603
Total liabilities	$	26,603	$	—	$	—	$	26,603

Schedule Of Fair Value Measurement Inputs and Valuation Techniques

	As of June 30,
Input assumptions	2024		2023
Probability of transferred member renewal percentage < 50%	—	%	5.0	%
Probability of transferred member renewal percentage between 50% and 65%	—	%	10.0	%
Probability of transferred member renewal percentage between 65% and 80%	—	%	25.0	%
Probability of transferred member renewal percentage > 80%	100.0	%	60.0	%
Credit spread	1.0	%	1.6	%

(a)The Acurity and Nexera earn-out liability was initially valued as of February 28, 2020.

Schedule Of Reconciliation Earn-Out Liabilities and FFF Put and Call Rights

A reconciliation of the earn-out liabilities is as follows (in thousands):

	Beginning Balance		Purchases/ (Settlements)(a)		(Gains)/Losses (b)		Ending Balance
Year Ended June 30, 2024
Earn-out liabilities	$	26,603	$	(1,375)	$	3,321	$	28,549
Total Level 3 liabilities	$	26,603	$	(1,375)	$	3,321	$	28,549
Year Ended June 30, 2023
Earn-out liabilities	$	22,789	$	1,460	$	2,354	$	26,603
Total Level 3 liabilities	$	22,789	$	1,460	$	2,354	$	26,603

_________________________________

(a)Settlements for the year ended June 30, 2024 represent payments on earn-out liabilities. Purchases for the year ended June 30, 2023 include an earn-out which had not been earned or paid as of June 30, 2023.

(b)Gains on level 3 liability balances will decrease the liability ending balance and losses on level 3 liability balances will increase the liability ending balance. (Gains) losses on earn-out liabilities are included in selling, general and administrative expenses on the Consolidated Statements of Income and Comprehensive Income.

XML

SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables)

12 Months Ended

Jun. 30, 2024

Supplemental Balance Sheet Information [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable, net consisted of the following (in thousands):

	June 30,
	2024		2023
Trade accounts receivable	$	127,501	$	117,655
Other	648		518
Total accounts receivable	128,149		118,173
Allowance for credit losses	(1,455)		(2,878)
Accounts receivable, net	$	126,694	$	115,295

Schedule of Property and Equipment

Property and equipment, net consisted of the following (in thousands):

		June 30,
	Useful life	2024		2023
Capitalized software	2-5 years	$	856,730	$	785,260
Computer hardware	3-5 years	64,761		63,281
Furniture and other equipment	5 years	7,061		7,049
Leasehold improvements	Lesser of estimated useful life or term of lease	19,222		19,272
Total property and equipment		947,774		874,862
Accumulated depreciation and amortization		(742,063)		(662,554)
Property and equipment, net		$	205,711	$	212,308

Schedule of Other Long-term Assets

Other long-term assets consisted of the following (in thousands):

	June 30,
	2024		2023
Contract assets, less current portion	$	59,025	$	56,372
Capitalized contract costs	25,506		24,414
Notes receivable	4,040		4,700
Acurity prepaid contract administrative fee share, less current portion	—		9,700
Other (a)	14,219		14,929
Total other long-term assets	$	102,790	$	110,115

_________________________________

(a)Includes deferred loan costs, net of $2.7 million and $3.5 million as of June 30, 2024 and 2023, respectively.

Schedule of Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):

	June 30,
	2024		2023
Reserve for uncertain tax positions	$	23,225	$	22,915
Earn-out liability, less current portion	—		23,128
Other	4,415		1,159
Total other long-term liabilities	$	27,640	$	47,202

XML

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

A reconciliation of goodwill by segment is as follows (in thousands):

	Supply Chain Services		Performance Services		Total
June 30, 2023	$	386,206	$	626,149	$	1,012,355
Impairment	—		(16,503)		(16,503)
June 30, 2024	$	386,206	$	609,646	$	995,852

Schedule of Finite-Lived Intangible Assets

Intangible assets, net consisted of the following (in thousands):

		June 30, 2024						June 30, 2023
	Useful Life	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Member relationships	14.7 years	$	386,100	$	(162,910)	$	223,190	$	386,100	$	(136,751)	$	249,349
Provider network	15.0 years	—		—		—		106,500		(5,029)		101,471
Technology	7.1 years	98,517		(73,441)		25,076		99,317		(67,581)		31,736
Customer relationships	9.3 years	41,430		(31,612)		9,818		57,930		(31,846)		26,084
Trade names	6.8 years	18,420		(13,574)		4,846		18,920		(11,983)		6,937
Non-compete agreements	5.2 years	17,315		(12,063)		5,252		17,715		(9,738)		7,977
Other (a)	4.1 years	3,432		(2,355)		1,077		9,232		(2,756)		6,476
Total		$	565,214	$	(295,955)	$	269,259	$	695,714	$	(265,684)	$	430,030

_________________________________

(a)Includes a $1.0 million indefinite-lived asset as of June 30, 2023.

The net carrying value of intangible assets by segment was as follows (in thousands):

	June 30,
	2024		2023
Supply Chain Services	$	238,622	$	269,710
Performance Services (a)	30,637		160,320
Total intangible assets, net	$	269,259	$	430,030

_________________________________

(a)Includes a $1.0 million indefinite-lived asset as of June 30, 2023.

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net consisted of the following (in thousands):

		June 30, 2024						June 30, 2023
	Useful Life	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Member relationships	14.7 years	$	386,100	$	(162,910)	$	223,190	$	386,100	$	(136,751)	$	249,349
Provider network	15.0 years	—		—		—		106,500		(5,029)		101,471
Technology	7.1 years	98,517		(73,441)		25,076		99,317		(67,581)		31,736
Customer relationships	9.3 years	41,430		(31,612)		9,818		57,930		(31,846)		26,084
Trade names	6.8 years	18,420		(13,574)		4,846		18,920		(11,983)		6,937
Non-compete agreements	5.2 years	17,315		(12,063)		5,252		17,715		(9,738)		7,977
Other (a)	4.1 years	3,432		(2,355)		1,077		9,232		(2,756)		6,476
Total		$	565,214	$	(295,955)	$	269,259	$	695,714	$	(265,684)	$	430,030

_________________________________

(a)Includes a $1.0 million indefinite-lived asset as of June 30, 2023.

The net carrying value of intangible assets by segment was as follows (in thousands):

	June 30,
	2024		2023
Supply Chain Services	$	238,622	$	269,710
Performance Services (a)	30,637		160,320
Total intangible assets, net	$	269,259	$	430,030

_________________________________

(a)Includes a $1.0 million indefinite-lived asset as of June 30, 2023.

Schedule of Estimated Aggregate Amortization Expense

The estimated amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands):

2025	$	38,189
2026	36,945
2027	34,294
2028	30,681
2029	28,687
Thereafter	100,463
Total amortization expense	$	269,259

XML

DEBT AND NOTES PAYABLE (Tables)

12 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt and notes payable consisted of the following (in thousands):

	June 30,
	2024		2023
Credit Facility	$	—	$	215,000
Notes payable to members, net of discount	101,523		201,188
Other notes payable	1,008		2,280
Total debt and notes payable	102,531		418,468
Less: current portion	(102,531)		(316,211)
Total long-term debt and notes payable	$	—	$	102,257

Schedule of Future Minimum Principal Payments of Notes Payable

Future minimum principal payments on the notes as of June 30, 2024 are as follows (in thousands):

2025 (a)	$	103,693
Total principal payments	$	103,693

_________________________________

(a) There are no future minimum principal payments after 2025.

XML

LIABILITY RELATED TO THE SALE OF FUTURE REVENUES (Tables)

12 Months Ended

Jun. 30, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Activity of Liability Related to the Sale of Future Revenues

The following table shows the activity of the liability related to the sale of future revenues since the transaction inception through June 30, 2024 (in thousands):

	June 30, 2024
Proceeds from the sale of future revenues	$	681,427
Imputed interest expense associated with the sale of future revenues	14,201
Payments against the liability related to the sale of future revenues	(44,407)
Liability related to the sale of future revenues	$	651,221

XML

EARNINGS PER SHARE (Tables)

12 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Reconciliation of Common Shares Used for Earnings (Loss) Per Share

The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings per share (in thousands, except per share amounts):

	Year Ended June 30,
	2024		2023		2022
Numerator for basic and diluted earnings per share:
Net income attributable to stockholders (a)	$	119,544	$	175,026	$	265,867
Denominator for earnings per share:
Basic weighted average shares outstanding (b)	113,791		118,767		120,220
Effect of dilutive securities: (c)
Stock options	—		81		206
Restricted stock	553		524		510
Performance share awards	64		517		732
Diluted weighted average shares outstanding	114,408		119,889		121,668
Earnings per share attributable to stockholders:
Basic	$	1.05	$	1.47	$	2.21
Diluted	$	1.04	$	1.46	$	2.19

_________________________________

(a)Net income from continuing operations attributable to stockholders was calculated as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Net income	$	106,719	$	174,887	$	268,318
Net loss (income) attributable to non-controlling interest	12,825		139		(2,451)
Net income attributable to stockholders	$	119,544	$	175,026	$	265,867

(b)Weighted average number of common shares used for basic earnings per share excludes the impact of all potentially issuable dilutive shares of Common Stock for the years ended June 30, 2024, 2023 and 2022.

(c)For the year ended June 30, 2024, the effect of 1.1 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect and the effect of 0.2 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period.

For the year ended June 30, 2023, the effect of 0.4 million stock options and restricted stock units was excluded from diluted weighted average shares outstanding as it had an anti-dilutive effect and the effect of 0.3 million performance share awards was excluded from diluted weighted average shares outstanding as the awards had not satisfied the applicable performance criteria at the end of the period.

For the year ended June 30, 2022, the effect of 0.6 million stock options and restricted stock units were excluded from diluted weighted average shares outstanding as they had an anti-dilutive effect.

XML

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense and Resulting Deferred Tax Benefits

Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Pre-tax stock-based compensation expense	$	23,290	$	13,734	$	46,229
Deferred tax benefit (a)	4,991		3,174		8,787
Total stock-based compensation expense, net of tax	$	18,299	$	10,560	$	37,442

_________________________________

(a)For the years ended June 30, 2024, 2023 and 2022, the deferred tax benefit was reduced by $0.9 million, $0.3 million and $3.0 million, respectively, attributable to stock-based compensation expense that is nondeductible for tax purposes pursuant to Section 162(m) as amended by the Tax Cuts and Jobs Act of 2017.

Schedule of Restricted Stock Units

The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2024:

	Restricted Stock			Performance Share Awards			Stock Options
	Number of Awards	Weighted Average Fair Value at Grant Date		Number of Awards	Weighted Average Fair Value at Grant Date		Number of Options	Weighted Average Exercise Price
Outstanding at June 30, 2023	1,847,790	$	33.11	1,470,824	$	33.08	465,322	$	33.15
Granted	1,117,139	21.61		684,026	18.70		—	—
Vested/exercised	(575,907)	30.72		(458,905)	29.18		—	—
Forfeited	(187,293)	29.28		(117,742)	30.95		(21,742)	32.78
Outstanding at June 30, 2024	2,201,729	$	28.23	1,578,203	$	28.14	443,580	$	33.17
Stock options outstanding and exercisable at June 30, 2024							443,580	$	33.17

Schedule of Performance Share Awards

The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2024:

	Restricted Stock			Performance Share Awards			Stock Options
	Number of Awards	Weighted Average Fair Value at Grant Date		Number of Awards	Weighted Average Fair Value at Grant Date		Number of Options	Weighted Average Exercise Price
Outstanding at June 30, 2023	1,847,790	$	33.11	1,470,824	$	33.08	465,322	$	33.15
Granted	1,117,139	21.61		684,026	18.70		—	—
Vested/exercised	(575,907)	30.72		(458,905)	29.18		—	—
Forfeited	(187,293)	29.28		(117,742)	30.95		(21,742)	32.78
Outstanding at June 30, 2024	2,201,729	$	28.23	1,578,203	$	28.14	443,580	$	33.17
Stock options outstanding and exercisable at June 30, 2024							443,580	$	33.17

Schedule of Stock Options Awards

The following table includes information related to restricted stock, performance share awards and stock options for the year ended June 30, 2024:

	Restricted Stock			Performance Share Awards			Stock Options
	Number of Awards	Weighted Average Fair Value at Grant Date		Number of Awards	Weighted Average Fair Value at Grant Date		Number of Options	Weighted Average Exercise Price
Outstanding at June 30, 2023	1,847,790	$	33.11	1,470,824	$	33.08	465,322	$	33.15
Granted	1,117,139	21.61		684,026	18.70		—	—
Vested/exercised	(575,907)	30.72		(458,905)	29.18		—	—
Forfeited	(187,293)	29.28		(117,742)	30.95		(21,742)	32.78
Outstanding at June 30, 2024	2,201,729	$	28.23	1,578,203	$	28.14	443,580	$	33.17
Stock options outstanding and exercisable at June 30, 2024							443,580	$	33.17

Schedule of Unrecognized Compensation

Unrecognized stock-based compensation expense at June 30, 2024 was as follows (in thousands):

	Unrecognized Stock-Based Compensation Expense		Weighted Average Amortization Period
Restricted stock	$	31,037	1.9 years
Performance share awards	6,075		1.6 years
Total unrecognized stock-based compensation expense	$	37,112	1.8 years

XML

INCOME TAXES (Tables)

12 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense

Significant components of consolidated income tax expense were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Current:
Federal	$	131,614	$	692	$	864
State	34,030		3,016		926
Total current tax expense	165,644		3,708		1,790
Deferred:
Federal	(103,491)		54,146		49,335
State	(19,082)		17,257		7,457
Total deferred tax (benefit) expense	(122,573)		71,403		56,792
Total income tax expense	$	43,071	$	75,111	$	58,582

Schedule of Effective Income Tax Rate Reconciliation

Reconciliations between the Company’s income tax expense and taxes computed at the federal statutory tax rate of 21.0% for fiscal years ended June 30, 2024, 2023 and 2022 were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Tax at federal statutory rate	$	31,456	$	51,658	$	68,649
Partnership loss (income) not subject to tax	3,297		47		(701)
State taxes (net of federal benefit)	7,084		11,212		14,138
Remeasurement adjustments and other permanent items	3,110		4,628		8,118
Change in valuation allowance	771		52		(31,361)
Deferred tax remeasurement	(319)		7,720		(242)
Uncertain tax position	310		1,092		842
Research and development credit	(4,549)		(2,343)		(2,452)
Other	1,911		1,045		1,591
Total income tax expense	$	43,071	$	75,111	$	58,582
Effective tax rate	28.8 %		30.0 %		17.9 %

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2024 and 2023 were as follows (in thousands):

	June 30,
	2024		2023
Deferred tax assets
Purchased intangible assets and depreciation	$	496,174	$	558,622
Stock compensation	7,756		9,818
Accrued expenses	55,186		51,158
Net operating losses and credits	30,955		38,271
Sale of member contracts and associated future revenues to OMNIA	162,992		—
Partnership basis differences	45,447		14,399
Other	10,213		12,681
Total deferred tax assets	808,723		684,949
Valuation allowance for deferred tax assets	(5,375)		(4,604)
Deferred tax assets, net of valuation allowance	803,348		680,345
Deferred tax liabilities
Equity earnings	(20,738)		(20,644)
Other liabilities	(6,408)		(6,072)
Net deferred tax assets	$	776,202	$	653,629

Schedule of Unrecognized Tax Benefits

Reconciliations of the beginning and ending gross amounts of the Company’s uncertain tax position reserves for the years ended June 30, 2024, 2023 and 2022 were as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Beginning of year balance	$	16,912	$	17,124	$	16,704
Increases in prior period tax positions	316		189		120
Decreases in prior period tax positions	(1,308)		(752)		(63)
Reductions on settlements and lapse in statute of limitations	(16)		(16)		(21)
Increases in current period tax positions	698		367		384
End of year balance	$	16,602	$	16,912	$	17,124

XML

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments Under Noncancelable Operating Leases

Future minimum lease payments under noncancelable operating leases with initial lease terms in excess of one year were as follows (in thousands):

2025	$	12,938
2026	9,469
2027	1,486
2028	166
2029	170
Thereafter	309
Total future minimum lease payments	24,538
Less: imputed interest	1,110
Total operating lease liabilities (a)	$	23,428

_________________________________

(a)As of June 30, 2024, the Company had $12.3 million of operating lease liabilities within other current liabilities in the accompanying Consolidated Balance Sheets.

XML

SEGMENTS (Tables)

12 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Reconciliation of Net Revenue and EBITDA

The following table presents disaggregated revenue by reportable business segment and underlying source (in thousands):

	Year Ended June 30,
	2024		2023		2022
Net revenue:
Supply Chain Services
Net administrative fees	$	620,831	$	611,035	$	601,128
Software licenses, other services and support	51,750		44,261		37,312
Services and software licenses	672,581		655,296		638,440
Products	213,722		244,659		393,506
Total Supply Chain Services (a)	886,303		899,955		1,031,946
Performance Services
Software licenses, other services and support
SaaS-based products subscriptions	179,601		187,618		193,586
Consulting services	92,560		80,292		64,087
Software licenses	85,168		72,376		65,621
Other (b)	103,000		95,891		77,689
Total Performance Services (a)	460,329		436,177		400,983
Total segment net revenue	1,346,632		1,336,132		1,432,929
Eliminations (a)	(271)		(37)		(28)
Net revenue	$	1,346,361	$	1,336,095	$	1,432,901

_________________________________

(a)Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material.

(b)Includes revenue from Contigo Health and certain revenue from Remitra and PINC AI.

Additional segment information related to depreciation and amortization expense, capital expenditures and total assets was as follows (in thousands):

	Year Ended June 30,
Depreciation and amortization expense (a):	2024		2023		2022
Supply Chain Services	$	55,290	$	54,425	$	55,424
Performance Services	65,983		71,006		64,674
Corporate	7,729		8,362		9,009
Total depreciation and amortization expense	$	129,002	$	133,793	$	129,107
Capital expenditures:
Supply Chain Services	$	33,299	$	26,545	$	29,677
Performance Services	46,504		51,532		51,298
Corporate	1,386		4,225		6,465
Total capital expenditures	$	81,189	$	82,302	$	87,440

	Year Ended June 30,
Total assets:	2024		2023
Supply Chain Services	$	1,510,935	$	1,317,076
Performance Services	1,105,100		1,209,353
Corporate	785,408		845,062
Total assets before eliminations	3,401,443		3,371,491
Eliminations (b)	6		(4)
Total assets	$	3,401,449	$	3,371,487

_________________________________

(a)Includes amortization of purchased intangible assets.

(b)Includes eliminations of intersegment transactions which occur during the ordinary course of business.

Schedule of Reconciliation of Segment Adjusted EBITDA to Operating Income

A reconciliation of income before income taxes to the unaudited Segment Adjusted EBITDA, a Non-GAAP financial measure, is as follows (in thousands):

	Year Ended June 30,
	2024		2023		2022
Income before income taxes	$	149,790	$	249,998	$	326,900
Equity in net loss (income) of unconsolidated affiliates (a)	295		(16,068)		(23,505)
Interest (income) expense, net	(1,281)		14,470		11,142
Gain on FFF put and call rights (b)	—		—		(64,110)
Other (income) expense, net	(20,832)		(6,307)		9,646
Operating income	127,972		242,093		260,073
Depreciation and amortization	81,728		85,691		85,171
Amortization of purchased intangible assets	47,274		48,102		43,936
Stock-based compensation (c)	23,876		14,355		46,809
Acquisition- and disposition-related expenses	12,612		17,151		11,453
Strategic initiative and financial restructuring-related expenses	2,850		13,831		18,005
Deferred compensation plan expense (income) (d)	8,769		5,422		(9,401)
Impairment of assets	140,053		56,718		18,829
Other reconciling items, net	708		352		302
Total Non-GAAP Adjusted EBITDA (e)	$	445,842	$	483,715	$	475,177
Non-GAAP Adjusted EBITDA (e):
Supply Chain Services (f)	$	466,931	$	483,666	$	477,985
Performance Services (f)	113,440		123,556		126,302
Segment Adjusted EBITDA	580,371		607,222		604,287
Corporate	(134,529)		(123,507)		(129,110)
Total Non-GAAP Adjusted EBITDA	$	445,842	$	483,715	$	475,177

_________________________________

(a)Refer to Note 4 - Investments for further information.

(b)Refer to Note 5 - Fair Value Measurements for more information.

(c)Represents non-cash employee stock-based compensation expense and stock purchase plan expense of $0.6 million for the years ended June 30, 2024, 2023 and 2022.

(d)Represents changes in deferred compensation plan liabilities resulting from realized and unrealized gains and losses and dividend income on deferred compensation plan assets.

(e)The definition for Non-GAAP Adjusted EBITDA was revised from the definition reported in the 2023 Annual Report to exclude the impact of equity earnings in unconsolidated affiliates. For comparability purposes, prior year Non-GAAP financial measures are presented based on the current definition.

(f)Includes intersegment revenue which is eliminated in consolidation.

XML

QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)

12 Months Ended

Jun. 30, 2024

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

The following tables present unaudited summarized financial data by quarter for the years ended June 30, 2024 and 2023 (in thousands, except per share data):

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal Year 2024
Net revenue	$	318,752	$	334,745	$	342,596	$	350,268
Gross profit	210,582		221,283		220,333		235,814
Net income (loss)	42,410		52,866		(49,162)		60,605
Net loss attributable to non-controlling interest	2,351		1,436		8,967		71
Net income (loss) attributable to stockholders	44,761		54,302		(40,195)		60,676
Weighted average shares outstanding:
Basic	119,344		119,702		111,156		104,838
Diluted	120,133		120,057		111,156		105,596
Earnings (loss) per share attributable to stockholders:
Basic	$	0.38	$	0.45	$	(0.36)	$	0.58
Diluted	$	0.37	$	0.45	$	(0.36)	$	0.57

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal Year 2023
Net revenue	$	313,873	$	359,626	$	322,232	$	340,364
Gross profit	201,985		242,741		219,070		232,493
Net income	42,959		64,374		48,649		18,905
Net (income) loss attributable to non-controlling interest	(243)		(328)		(1,848)		2,558
Net income attributable to stockholders	42,716		64,046		46,801		21,463
Weighted average shares outstanding:
Basic	118,351		118,787		118,872		119,064
Diluted	120,033		119,652		119,816		120,061
Earnings per share attributable to stockholders:
Basic	$	0.36	$	0.54	$	0.39	$	0.18
Diluted	$	0.36	$	0.54	$	0.39	$	0.18

XML

ORGANIZATION AND BASIS OF PRESENTATION (Details)	12 Months Ended
	Jun. 30, 2024 segment director
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments | segment	2
Number of sub-brands | director	3

XML

ORGANIZATION AND BASIS OF PRESENTATION - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Supplemental schedule of cash flows information:
Interest paid	$ 16,309	$ 18,712	$ 11,256
Income taxes paid	168,585	4,593	3,103
Supplemental schedule of non-cash investing and financing activities:
Non-cash additions to property and equipment	6,446	2,731	402
Accrued dividend equivalents	1,934	1,032	963
Accrued excise taxes related to repurchase of Class A common stock	2,992	0	0
Non-cash investment in unconsolidated affiliates	$ 0	$ 8,819	$ 0

XML

SIGNIFICANT ACCOUNTING POLICIES - Inventory (Narrative) (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Abstract]
Inventory provision	$ 2.9	$ 10.8

XML

SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Narrative) (Details) - Capitalized software - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Useful life	5 years
Capitalized costs related to software development for internal use	$ 73.4	$ 77.8

XML

SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2024
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Impairment of intangible asset indefinite lived excluding goodwill statement of income or comprehensive income [Extensible Enumeration Not Disclosed Flag]		Selling, general and administrative
Contigo Health
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Intangible asset impairment loss	$ 113.5
Impairment of intangible asset indefinite lived excluding goodwill statement of income or comprehensive income [Extensible Enumeration Not Disclosed Flag]	Selling, general and administrative

XML

SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Apr. 01, 2024
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Impairment		$ (16,503)
Goodwill		$ 995,852	$ 1,012,355
Contigo Health
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Impairment	$ (16,500)		$ (54,400)
Informatics and Technology Services
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Goodwill				$ 578,900

XML

SIGNIFICANT ACCOUNTING POLICIES - Deferred Compensation Plan Assets and Related Liabilities (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Non-current portion of deferred compensation plan assets	$ 54,400	$ 50,300
Deferred compensation plan expense (income)	8,769	5,422	$ (9,401)
Other Income (Expense), Net
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Realized and unrealized gains on plan assets	8,800	5,400	(9,400)
Selling, General and Administrative Expenses
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items]
Deferred compensation plan expense (income)	$ 8,800	$ 5,400	$ (9,400)

XML

SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Narrative) (Details)	12 Months Ended
	Jun. 30, 2024 director
Deferred Revenue Arrangement [Line Items]
Number of sub-brands	3
Minimum
Deferred Revenue Arrangement [Line Items]
Administrative fees as a percent of the purchase price of goods and services sold (percent)	1.00%
Single serve arrangement maturity period	3 months
Median
Deferred Revenue Arrangement [Line Items]
Single serve arrangement maturity period	5 years
Maximum
Deferred Revenue Arrangement [Line Items]
Administrative fees as a percent of the purchase price of goods and services sold (percent)	3.00%
Single serve arrangement maturity period	10 years
Clinical Analytics Subscriptions | Minimum
Deferred Revenue Arrangement [Line Items]
Subscriptions agreement period	3 years
Implementation period after contract execution	60 days
Clinical Analytics Subscriptions | Maximum
Deferred Revenue Arrangement [Line Items]
Subscriptions agreement period	5 years
Implementation period after contract execution	240 days

XML

SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Selling, General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Advertising costs	$ 7.8	$ 7.0	$ 6.5

XML

BUSINESS ACQUISITIONS (Narrative) (Details) $ in Thousands	Oct. 13, 2022 USD ($) provider	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Business Acquisition [Line Items]
Goodwill		$ 995,852	$ 1,012,355
TRPN
Business Acquisition [Line Items]
Business combination, number of provider contracts acquired | provider	500,000
Other payments to acquire businesses	$ 17,800
Cash payment for acquisition	177,500
Intangible assets	116,600
Goodwill	$ 60,900

XML

INVESTMENTS - Schedule Of Investments In Unconsolidated Affiliates (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Schedule of Equity Method Investments [Line Items]
Carrying Value	$ 228,562	$ 231,826
Equity in Net (Loss) Income	(295)	16,068	$ 23,505
FFF
Schedule of Equity Method Investments [Line Items]
Carrying Value	136,080	136,080
Equity in Net (Loss) Income	0	8,571	16,614
Exela
Schedule of Equity Method Investments [Line Items]
Carrying Value	32,259	32,905
Equity in Net (Loss) Income	(646)	5,172	1,733
Qventus
Schedule of Equity Method Investments [Line Items]
Carrying Value	16,000	16,000
Equity in Net (Loss) Income	0	0	0
Prestige
Schedule of Equity Method Investments [Line Items]
Carrying Value	14,850	15,503
Equity in Net (Loss) Income	640	921	4,303
Other investments
Schedule of Equity Method Investments [Line Items]
Carrying Value	29,373	31,338
Equity in Net (Loss) Income	$ (289)	$ 1,404	$ 855

XML

INVESTMENTS - Narrative (Details) - director	Jun. 30, 2024	Jun. 30, 2023
FFF
Schedule of Equity Method Investments [Line Items]
Ownership interest (percent)	49.00%	49.00%
Exela | ExPre Holdings, LLC
Schedule of Equity Method Investments [Line Items]
Ownership interest (percent)	6.00%
ExPre Holdings, LLC
Schedule of Equity Method Investments [Line Items]
Ownership interest (percent)	15.00%	15.00%
Number of member health systems	11	11
Qventus
Schedule of Equity Method Investments [Line Items]
Ownership interest (percent)	7.00%	7.00%
Prestige | PRAM Holdings, LLC
Schedule of Equity Method Investments [Line Items]
Ownership interest (percent)	20.00%
PRAM Holdings, LLC
Schedule of Equity Method Investments [Line Items]
Ownership interest (percent)	26.00%	26.00%
Number of member health systems	16

XML

INVESTMENTS - Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Schedule of Equity Method Investments [Line Items]
Gross profit	$ 235,814	$ 220,333	$ 221,283	$ 210,582	$ 232,493	$ 219,070	$ 242,741	$ 201,985	$ 888,012	$ 896,289	$ 885,039
Income from operations									106,719	174,887	268,318
Net income	$ 60,605	$ (49,162)	$ 52,866	$ 42,410	$ 18,905	$ 48,649	$ 64,374	$ 42,959	106,719	174,887	268,318
Net income attributable to non-controlling interest									$ 0	$ 0	0
FFF
Schedule of Equity Method Investments [Line Items]
Revenue											2,728,855
Gross profit											150,980
Income from operations											55,379
Net income											33,215
Net income attributable to non-controlling interest											$ 16,275

XML

FAIR VALUE MEASUREMENTS - Schedule of Assets at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan assets	$ 61,198	$ 55,566
Cash equivalents		77
Total assets	61,198	55,643
Earn-out liabilities	28,549	26,603
Total liabilities	28,549	26,603
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan assets	61,198	55,566
Cash equivalents		77
Total assets	61,198	55,643
Earn-out liabilities	0	0
Total liabilities	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan assets	0	0
Cash equivalents		0
Total assets	0	0
Earn-out liabilities	0	0
Total liabilities	0	0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred compensation plan assets	0	0
Cash equivalents		0
Total assets	0	0
Earn-out liabilities	28,549	26,603
Total liabilities	$ 28,549	$ 26,603

XML

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Aug. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value inputs, assumed market interest rate (percent)	1.60%	1.60%
Contigo Health
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Operating lease, impairment loss	$ 300,000
Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability, upper range of outcome	30,000,000.0
Earn-out liabilities	28,500,000	$ 23,100,000
Earn-out liability, low range of outcome	$ 0
FFF Call Right
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of warrant or right, period from which warrants or rights exercisable	180 days
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Value of call rights	$ 0	0
Earn-out liabilities	28,549,000	26,603,000
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liabilities	0	0
Significant Other Observable Inputs (Level 2) | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liabilities	0	0
Significant Other Observable Inputs (Level 2) | Recurring | Notes payable to members, net of discount | Other notes payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Imputed interest rate (percent)			1.80%
Prepaid Expenses And Other Current Assets | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current portion of deferred compensation plan assets	$ 6,800,000	$ 5,200,000

XML

FAIR VALUE MEASUREMENTS - Fair Value Measurement Input Assumptions (Details) - Acurity, Inc. (“Acurity”) and Nexera, Inc. (“Nexera”) - Valuation Technique, Estimated Future Earnings	Jun. 30, 2024	Jun. 30, 2023
Probability of transferred member renewal percentage less than 50%
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out input assumptions (percent)	0	0.050
Probability of transferred member renewal percentage between 50% and 65%
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out input assumptions (percent)	0	0.100
Probability of transferred member renewal percentage between 65% and 80%
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out input assumptions (percent)	0	0.250
Probability of transferred member renewal percentage > 80%
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out input assumptions (percent)	1.000	0.600
Credit spread
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out input assumptions (percent)	0.010	0.016

XML

FAIR VALUE MEASUREMENTS - Reconciliation of Earn-Out Liabilities and FFF Put and Call Rights (Details) (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Total Level 3 liabilities
Beginning Balance	$ 26,603	$ 22,789
Purchases (Settlements)	(1,375)	1,460
(Gains)/Losses	3,321	2,354
Ending Balance	$ 28,549	$ 26,603
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Asset, Gain (Loss), Statement of Income [Extensible List]	Nonoperating Income (Expense)
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Income [Extensible List]		Nonoperating Income (Expense)
Earn-out liabilities
Total Level 3 liabilities
Beginning Balance	$ 26,603	$ 22,789
Purchases (Settlements)	(1,375)	1,460
(Gains)/Losses	3,321	2,354
Ending Balance	$ 28,549	$ 26,603

XML

CONTRACT BALANCES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Distribution Made to Limited Liability Company (LLC) Member [Line Items]
Increase in contract assets	$ 39,265	$ 41,088	$ 47,219
Increase in revenue share obligations	30,500
Revenue recognized that was included in opening balance of deferred revenue	21,600
Capitalized contract costs	25,500	24,400
Amortization expense recognized	11,000	10,600
Capitalized Sales Commissions
Distribution Made to Limited Liability Company (LLC) Member [Line Items]
Capitalized contract costs	16,100	14,900
Capitalized Implementation Costs
Distribution Made to Limited Liability Company (LLC) Member [Line Items]
Capitalized contract costs	$ 9,400	$ 9,500

XML

CONTRACT BALANCES - Remaining Performance Obligation (Details) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Reduction in net revenue recognized from performance obligations satisfied in prior period	$ 13.0	$ 4.1
Remaining performance obligation	736.2
Net administrative fees
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Increase (decrease) in net revenue recognized related to revised forecasts from underlying contracts that include variable consideration components	7.8	(3.7)
Net revenue recognized due to under-forecasted cash receipts received in current period	$ 5.2	$ 7.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation to be recognized (percent)	37.00%
Expected satisfaction period of remaining obligations	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation to be recognized (percent)	23.00%
Expected satisfaction period of remaining obligations	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation to be recognized (percent)	29.00%
Expected satisfaction period of remaining obligations	36 months

XML

SUPPLEMENTAL BALANCE SHEET INFORMATION - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 128,149	$ 118,173
Allowance for credit losses	(1,455)	(2,878)
Accounts receivable, net	126,694	115,295
Trade accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	127,501	117,655
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 648	$ 518

XML

SUPPLEMENTAL BALANCE SHEET INFORMATION - Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 947,774	$ 874,862
Accumulated depreciation and amortization	(742,063)	(662,554)
Property and equipment, net	205,711	212,308
Depreciation and amortization expense related to property and equipment	81,728	85,691	$ 85,171
Unamortized capitalized software costs	$ 178,600	175,000
Capitalized software
Property, Plant and Equipment [Line Items]
Useful life	5 years
Total property and equipment	$ 856,730	785,260
Capitalized software | Supply Chain Services
Property, Plant and Equipment [Line Items]
Impairment of long-lived assets	$ 9,800		$ 12,700
Capitalized software | Minimum
Property, Plant and Equipment [Line Items]
Useful life	2 years
Capitalized software | Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Computer hardware
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 64,761	63,281
Computer hardware | Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Computer hardware | Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Furniture and other equipment
Property, Plant and Equipment [Line Items]
Useful life	5 years
Total property and equipment	$ 7,061	7,049
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 19,222	$ 19,272

XML

SUPPLEMENTAL BALANCE SHEET INFORMATION - Other Long-term Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Supplemental Balance Sheet Information [Abstract]
Contract assets, less current portion	$ 59,025	$ 56,372
Capitalized contract costs	25,506	24,414
Notes receivable	4,040	4,700
Acurity prepaid contract administrative fee share, less current portion	0	9,700
Other	14,219	14,929
Total other long-term assets	102,790	110,115
Deferred loan cost net	2,700	3,500
Amortization expense on deferred loan costs	$ 800	$ 700	$ 600

XML

SUPPLEMENTAL BALANCE SHEET INFORMATION - Other Long-term Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Supplemental Balance Sheet Information [Abstract]
Reserve for uncertain tax positions	$ 23,225	$ 22,915
Earn-out liability, less current portion	0	23,128
Other	4,415	1,159
Total other long-term liabilities	$ 27,640	$ 47,202

XML

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset indefinite lived excluding goodwill statement of income or comprehensive income [Extensible Enumeration Not Disclosed Flag]			Selling, general and administrative
Goodwill impairment			$ 16,503
Net carrying value of intangible assets			269,259
Impairment of intangible asset finite-lived, statement of income or comprehensive income [Extensible Enumeration Not Disclosed Flag]					impairment
Impairment of intangible assets					$ 6,100
Performance Services
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment			16,503
Accumulated impairment loss to goodwill			70,900	$ 54,400
Supply Chain Services
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment			0
Accumulated impairment loss to goodwill			$ 2,300	2,300
Contigo Health
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset indefinite lived excluding goodwill statement of income or comprehensive income [Extensible Enumeration Not Disclosed Flag]		Selling, general and administrative
Goodwill impairment	$ 16,500			54,400
Intangible asset impairment loss		$ 113,500
Direct Sourcing
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment				$ 2,300
Provider network | Contigo Health
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset indefinite lived excluding goodwill statement of income or comprehensive income [Extensible Enumeration Not Disclosed Flag]	Selling, general and administrative
Intangible asset impairment loss	$ 96,100
Customer relationships | Performance Services
Finite-Lived Intangible Assets [Line Items]
Net carrying value of intangible assets					4,400
Customer relationships | Contigo Health
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset indefinite lived excluding goodwill statement of income or comprehensive income [Extensible Enumeration Not Disclosed Flag]	Selling, general and administrative
Intangible asset impairment loss	$ 11,900
Technology | Contigo Health
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset indefinite lived excluding goodwill statement of income or comprehensive income [Extensible Enumeration Not Disclosed Flag]	Selling, general and administrative
Intangible asset impairment loss	$ 600
Non-compete agreements | Contigo Health
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset indefinite lived excluding goodwill statement of income or comprehensive income [Extensible Enumeration Not Disclosed Flag]	Selling, general and administrative
Intangible asset impairment loss	$ 300
Other | Contigo Health
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible asset indefinite lived excluding goodwill statement of income or comprehensive income [Extensible Enumeration Not Disclosed Flag]	Selling, general and administrative
Intangible asset impairment loss	$ 4,600
Trade names | Performance Services
Finite-Lived Intangible Assets [Line Items]
Net carrying value of intangible assets					$ 1,700

XML

GOODWILL AND INTANGIBLE ASSETS - Components of Goodwill (Details) $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 1,012,355
Impairment	(16,503)
Ending balance	995,852
Supply Chain Services
Goodwill [Roll Forward]
Beginning balance	386,206
Impairment	0
Ending balance	386,206
Performance Services
Goodwill [Roll Forward]
Beginning balance	626,149
Impairment	(16,503)
Ending balance	$ 609,646

XML

GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Total	$ 565,214	$ 695,714
Accumulated Amortization	(295,955)	(265,684)
Net	$ 269,259	430,030
Other
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible asset		1,000
Member relationships
Finite-Lived Intangible Assets [Line Items]
Useful Life	14 years 8 months 12 days
Total	$ 386,100	386,100
Accumulated Amortization	(162,910)	(136,751)
Net	$ 223,190	249,349
Provider network
Finite-Lived Intangible Assets [Line Items]
Useful Life	15 years
Total	$ 0	106,500
Accumulated Amortization	0	(5,029)
Net	$ 0	101,471
Technology
Finite-Lived Intangible Assets [Line Items]
Useful Life	7 years 1 month 6 days
Total	$ 98,517	99,317
Accumulated Amortization	(73,441)	(67,581)
Net	$ 25,076	31,736
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Useful Life	9 years 3 months 18 days
Total	$ 41,430	57,930
Accumulated Amortization	(31,612)	(31,846)
Net	$ 9,818	26,084
Trade names
Finite-Lived Intangible Assets [Line Items]
Useful Life	6 years 9 months 18 days
Total	$ 18,420	18,920
Accumulated Amortization	(13,574)	(11,983)
Net	$ 4,846	6,937
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years 2 months 12 days
Total	$ 17,315	17,715
Accumulated Amortization	(12,063)	(9,738)
Net	$ 5,252	7,977
Other
Finite-Lived Intangible Assets [Line Items]
Useful Life	4 years 1 month 6 days
Total	$ 3,432	9,232
Accumulated Amortization	(2,355)	(2,756)
Net	1,077	6,476
Performance Services
Finite-Lived Intangible Assets [Line Items]
Net	$ 30,637	160,320
Indefinite-lived intangible asset		$ 1,000

XML

GOODWILL AND INTANGIBLE ASSETS - Schedule of Net Carrying Value of Intangible Assets by Segment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, net	$ 269,259	$ 430,030
Other
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible asset		1,000
Supply Chain Services
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, net	238,622	269,710
Performance Services
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, net	$ 30,637	160,320
Indefinite-lived intangible asset		$ 1,000

XML

GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated Aggregate Amortization Expense (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 38,189
2026	36,945
2027	34,294
2028	30,681
2029	28,687
Thereafter	100,463
Total amortization expense	$ 269,259

XML

DEBT AND NOTES PAYABLE - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Total debt and notes payable	$ 102,531	$ 418,468
Less: current portion	(102,531)	(316,211)
Total long-term debt and notes payable	0	102,257
Credit Facility
Debt Instrument [Line Items]
Total debt and notes payable	0	215,000
Other notes payable | Notes payable to members, net of discount
Debt Instrument [Line Items]
Total debt and notes payable	101,523	201,188
Other notes payable | Other notes payable
Debt Instrument [Line Items]
Total debt and notes payable	$ 1,008	$ 2,280

XML

DEBT AND NOTES PAYABLE - Credit Facility (Narrative) (Details)		12 Months Ended			19 Months Ended
	Dec. 12, 2022 USD ($) extension	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2024 USD ($)
Line of Credit Facility [Line Items]
Proceeds from credit facility		$ 0	$ 470,000,000	$ 325,000,000
Repayments of outstanding borrowings		215,000,000	$ 405,000,000	$ 250,000,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Number of available extensions | extension	2
Duration of each available extension	1 year
Maximum borrowing capacity	$ 1,000,000,000.0
Additional borrowing capacity	350,000,000.0
Debt, weighted average interest rate (percent)			6.47%
Indebtedness or guarantee threshold	$ 75,000,000.0
Proceeds from credit facility		0
Repayments of outstanding borrowings		215,000,000.0
Outstanding borrowings under the credit facility		0			$ 0
Repayment of outstanding borrowings		995,000,000.0			$ 995,000,000.0
Interest expense		$ 2,500,000	$ 12,700,000
Revolving Credit Facility | Minimum
Line of Credit Facility [Line Items]
Commitment fee on unused credit facility (percent)					0.125%
Revolving Credit Facility | Maximum
Line of Credit Facility [Line Items]
Commitment fee on unused credit facility (percent)					0.225%
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	0.10%
Effective interest rate (percent)		6.687%			6.687%
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	1.25%
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	1.75%
Revolving Credit Facility | Federal Funds Effective Swap Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	0.50%
Revolving Credit Facility | One-Month Adjusted Secured Overnight Financing Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	1.00%
Revolving Credit Facility | Base Rate
Line of Credit Facility [Line Items]
Interest rate (percent)	0.00%
Effective interest rate (percent)		8.75%			8.75%
Revolving Credit Facility | Base Rate | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	0.25%
Revolving Credit Facility | Base Rate | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (percent)	0.75%
Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 50,000,000.0
Swing Line Loan
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100,000,000.0

XML

DEBT AND NOTES PAYABLE - Notes Payable (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Aug. 31, 2020
BridgeCo, LLC (''BridgeCo'') | TRA
Debt Instrument [Line Items]
Installment payment made to members	$ 102.7	$ 102.7
Imputed interest on quarterly payment	3.0	4.9
Notes payable to members, net of discount | Other notes payable
Debt Instrument [Line Items]
Notes payable	101.5	201.2
Debt discount	1.2	4.2
Current portion of notes payable to former limited partners		99.7
Notes payable to members, net of discount | Other notes payable | Significant Other Observable Inputs (Level 2) | Recurring
Debt Instrument [Line Items]
Imputed interest rate (percent)			1.80%
Other notes payable | Other notes payable
Debt Instrument [Line Items]
Notes payable	1.0	2.3
Current portion of notes payable to former limited partners	$ 1.0	$ 1.5
Other notes payable | Other notes payable | Minimum
Debt Instrument [Line Items]
Notes payable, stated maturity period	3 years
Other notes payable | Other notes payable | Maximum
Debt Instrument [Line Items]
Notes payable, stated maturity period	5 years

XML

DEBT AND NOTES PAYABLE - Principal Payments of Notes Payable (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 103,693
Total principal payments	$ 103,693

XML

LIABILITY RELATED TO THE SALE OF FUTURE REVENUES - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Jul. 31, 2024	Jun. 30, 2024	Jun. 30, 2024	Jul. 25, 2023	Jun. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Current portion of liability related to the sale of future revenues		$ 51,798	$ 51,798		$ 0
Non-Healthcare Holdings, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash purchase price estimated		723,800	723,800
Aggregate consideration		681,400
Partnership agreement term				10 years
Administrative fees to be remitted (percent)				100.00%
Liability related to the sale of future revenues		651,221	651,221
Current portion of liability related to the sale of future revenues		51,800	51,800
Revenues sold			55,300
Imputed interest expense associated with the sale of future revenues		$ 14,201	$ 14,200
Non-Healthcare Holdings, LLC | Liability Related To The Sale Of Future Revenues
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Effective interest rate (percent)				2.50%
Non-Healthcare Holdings, LLC | Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Aggregate consideration	$ 42,400

XML

LIABILITY RELATED TO THE SALE OF FUTURE REVENUES - Schedule of Activity of Liability Related to the Sale of Future Revenues (Details) - Non-Healthcare Holdings, LLC $ in Thousands	11 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from the sale of future revenues	$ 681,427
Imputed interest expense associated with the sale of future revenues	14,201	$ 14,200
Payments against the liability related to the sale of future revenues	(44,407)
Liability related to the sale of future revenues	$ 651,221	$ 651,221

XML

STOCKHOLDERS' EQUITY (Details)									5 Months Ended	12 Months Ended
	Aug. 08, 2024 $ / shares	Jul. 11, 2024 shares	Jun. 15, 2024 $ / shares	Mar. 15, 2024 $ / shares	Feb. 09, 2024 USD ($) shares	Feb. 05, 2024 USD ($)	Dec. 15, 2023 $ / shares	Sep. 15, 2023 $ / shares	Jul. 11, 2024 $ / shares shares	Jun. 30, 2024 USD ($) vote $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares	Jul. 31, 2024 USD ($)	Feb. 07, 2024 $ / shares
Class of Stock [Line Items]
Authorized share repurchase program | $						$ 1,000,000,000
Repurchase of common stock | $										$ 400,000,000	$ 0	$ 250,129,000
Number of votes for each share held | vote										1
Dividends paid (in usd per share) | $ / shares			$ 0.21	$ 0.21			$ 0.21	$ 0.21
Dividends declared (in usd per share) | $ / shares										$ 0.21	$ 0.21	$ 0.20
Subsequent Event
Class of Stock [Line Items]
Remaining authorized, amount | $													$ 600,000,000
Dividends declared (in usd per share) | $ / shares	$ 0.21
Accelerated Share Repurchase Agreement (ASR Agreement)
Class of Stock [Line Items]
Closing share price (in usd per share) | $ / shares														$ 21.29
Accelerated Share Repurchase Agreement (ASR Agreement) | Subsequent Event
Class of Stock [Line Items]
Average price per share (in usd per share) | $ / shares									$ 20.12
Class A Common Stock
Class of Stock [Line Items]
Common stock outstanding (shares) | shares										105,027,079	119,158,483
Common stock, par value (in dollars per share) | $ / shares										$ 0.01	$ 0.01
Class A Common Stock | Accelerated Share Repurchase Agreement (ASR Agreement)
Class of Stock [Line Items]
Authorized share repurchase program | $						400,000,000.0
Repurchase of common stock | $						$ 400,000,000.0
Shares repurchased (in shares) | shares					15,000,000.0
Initial deliveries of shares repurchased | $					$ 320,000,000.0
Class A Common Stock | Accelerated Share Repurchase Agreement (ASR Agreement) | Subsequent Event
Class of Stock [Line Items]
Shares repurchased (in shares) | shares									19,900,000
Retirement of Class A common Stock (in shares) | shares		4,800,000

XML

EARNINGS PER SHARE - Reconciliation of Common Shares Used for Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Numerator for Basic and Diluted Income Per Share [Abstract]
Net income attributable to stockholders	$ 60,676	$ (40,195)	$ 54,302	$ 44,761	$ 21,463	$ 46,801	$ 64,046	$ 42,716	$ 119,544	$ 175,026	$ 265,867
Net income attributable to stockholders									$ 119,544	$ 175,026	$ 265,867
Denominator for earnings per share:
Basic weighted average shares outstanding (in shares)	104,838	111,156	119,702	119,344	119,064	118,872	118,787	118,351	113,791	118,767	120,220
Diluted weighted average shares outstanding (in shares)	105,596	111,156	120,057	120,133	120,061	119,816	119,652	120,033	114,408	119,889	121,668
Earnings per share attributable to stockholders: Basic (usd per share)	$ 0.58	$ (0.36)	$ 0.45	$ 0.38	$ 0.18	$ 0.39	$ 0.54	$ 0.36	$ 1.05	$ 1.47	$ 2.21
Earnings per share attributable to stockholders: Diluted (usd per share)	$ 0.57	$ (0.36)	$ 0.45	$ 0.37	$ 0.18	$ 0.39	$ 0.54	$ 0.36	$ 1.04	$ 1.46	$ 2.19
Restricted Stock
Denominator for earnings per share:
Effect of dilutive securities (in shares)									553	524	510
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (shares)									1,100
Stock options
Denominator for earnings per share:
Effect of dilutive securities (in shares)									0	81	206
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (shares)										400	600
Performance Shares
Denominator for earnings per share:
Effect of dilutive securities (in shares)									64	517	732
Anti-dilutive shares outstanding at period-end that are excluded from the above reconciliation (shares)									200	300

XML

EARNINGS PER SHARE - Calculation of Net Income From Continuing Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net income	$ 106,719	$ 174,887	$ 268,318
Net loss (income) attributable to non-controlling interest	12,825	139	(2,451)
Net income attributable to stockholders	$ 119,544	$ 175,026	$ 265,867

XML

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands, shares in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022	Sep. 24, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated effective income tax rate (percent)	25.00%	25.00%	25.00%
2013 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number common stock awards authorized (in shares)	14.8
Shares available for grant (in shares)				0.0
Unrecognized Stock-Based Compensation Expense	$ 37,112
Aggregate intrinsic value	0
Aggregate exercisable intrinsic value	$ 0
2013 Equity Incentive Plan | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
2013 Equity Incentive Plan | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Unrecognized Stock-Based Compensation Expense	$ 6,075
2013 Equity Incentive Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Stock options, expiration period	10 years
Unrecognized Stock-Based Compensation Expense	$ 0
2013 Equity Incentive Plan | Stock options | Share-Based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options, expiration period	12 months
2013 Equity Incentive Plan | Stock options | Share-Based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options, expiration period	90 days
2013 Equity Incentive Plan | Employee | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
2013 Equity Incentive Plan | Director | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year
2023 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number common stock awards authorized (in shares)	6.0
Shares available for grant (in shares)	5.9

XML

STOCK-BASED COMPENSATION - Schedule of Stock-based Compensation Expense and Resulting Deferred Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Pre-tax stock-based compensation expense	$ 23,290	$ 13,734	$ 46,229
Deferred tax benefit	4,991	3,174	8,787
Total stock-based compensation expense, net of tax	18,299	10,560	37,442
Reduction in deferred tax benefit	$ 900	$ 300	$ 3,000

XML

STOCK-BASED COMPENSATION - Schedule of Restricted Stock Units (Details) - 2013 Equity Incentive Plan - Restricted Stock	12 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Awards
Beginning balance (in shares) | shares	1,847,790
Granted (in shares) | shares	1,117,139
Vested (in shares) | shares	(575,907)
Forfeited (in shares) | shares	(187,293)
Ending balance (in shares) | shares	2,201,729
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share) | $ / shares	$ 33.11
Granted (in dollars per share) | $ / shares	21.61
Vested (in dollars per share) | $ / shares	30.72
Forfeited (in dollars per share) | $ / shares	29.28
Ending balance (in dollars per share) | $ / shares	$ 28.23

XML

STOCK-BASED COMPENSATION - Schedule of Performance Share Awards (Details) - 2013 Equity Incentive Plan - Performance Share Awards	12 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Shares
Beginning balance (in shares) | shares	1,470,824
Granted (in shares) | shares	684,026
Vested (in shares) | shares	(458,905)
Forfeited (in shares) | shares	(117,742)
Ending balance (in shares) | shares	1,578,203
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share) | $ / shares	$ 33.08
Granted (in dollars per share) | $ / shares	18.70
Vested (in dollars per share) | $ / shares	29.18
Forfeited (in dollars per share) | $ / shares	30.95
Ending balance (in dollars per share) | $ / shares	$ 28.14

XML

STOCK-BASED COMPENSATION - Schedule of Stock Options Awards (Details) - 2013 Equity Incentive Plan - Stock options	12 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of Options
Beginning balance (in shares) | shares	465,322
Granted (in shares) | shares	0
Exercised (in shares) | shares	0
Forfeited (in shares) | shares	(21,742)
Ending balance (in shares) | shares	443,580
Outstanding and exercisable at end of period (in shares) | shares	443,580
Weighted Average Exercise Price
Beginning balance (in dollars per share) | $ / shares	$ 33.15
Granted (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	32.78
Ending balance (in dollars per share) | $ / shares	33.17
Outstanding and exercisable at end of period (in dollars per share) | $ / shares	$ 33.17

XML

STOCK-BASED COMPENSATION - Unrecognized Stock-based Compensation (Details) - 2013 Equity Incentive Plan $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Stock-Based Compensation Expense	$ 37,112
Weighted Average Amortization Period	1 year 9 months 18 days
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Stock-Based Compensation Expense	$ 31,037
Weighted Average Amortization Period	1 year 10 months 24 days
Performance Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Stock-Based Compensation Expense	$ 6,075
Weighted Average Amortization Period	1 year 7 months 6 days
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Stock-Based Compensation Expense	$ 0

XML

POST-RETIREMENT BENEFITS (Details) - 401(k) Retirement Savings Plan - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Monthly employee contributions (as a percent of compensation)	30.00%
Monthly matching employer contributions (as a percent of compensation)	4.00%
Plan expense	$ 13.3	$ 12.8	$ 12.1

XML

INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Current:
Federal	$ 131,614	$ 692	$ 864
State	34,030	3,016	926
Total current tax expense	165,644	3,708	1,790
Deferred:
Federal	(103,491)	54,146	49,335
State	(19,082)	17,257	7,457
Total deferred tax (benefit) expense	(122,573)	71,403	56,792
Total income tax expense	$ 43,071	$ 75,111	$ 58,582

XML

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Tax at federal statutory rate	$ 31,456	$ 51,658	$ 68,649
Partnership loss (income) not subject to tax	3,297	47	(701)
State taxes (net of federal benefit)	7,084	11,212	14,138
Remeasurement adjustments and other permanent items	3,110	4,628	8,118
Change in valuation allowance	771	52	(31,361)
Deferred tax remeasurement	(319)	7,720	(242)
Uncertain tax position	310	1,092	842
Research and development credit	(4,549)	(2,343)	(2,452)
Other	1,911	1,045	1,591
Total income tax expense	$ 43,071	$ 75,111	$ 58,582
Effective tax rate	28.80%	30.00%	17.90%

XML

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 01, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Income Tax Contingency [Line Items]
Statutory tax rate (percent)		21.00%	21.00%	21.00%
Effective tax rate		28.80%	30.00%	17.90%
Deferred tax benefit	$ 33,500
Net deferred tax asset		$ 776,202	$ 653,629
Cash tax obligation		162,500
Income taxes paid		162,300
Taxes due		200
Increase (decrease) in deferred income taxes		163,000
Valuation allowance		5,375	4,604
Unrecognized tax benefits that would impact the income tax provision and effect tax rate		16,800	16,300	$ 15,600
Accrued interest and penalties		6,100	$ 5,500
Research Tax Credit Carryforward
Income Tax Contingency [Line Items]
Tax credit carryforward		12,100
Tax credit carryforward, valuation allowance		1,100
Domestic Tax Authority
Income Tax Contingency [Line Items]
Net deferred tax asset		15,200
Operating loss carryforwards		72,300
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Net deferred tax asset		5,000
Operating loss carryforwards		$ 110,200

XML

INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Deferred tax assets
Purchased intangible assets and depreciation	$ 496,174	$ 558,622
Stock compensation	7,756	9,818
Accrued expenses	55,186	51,158
Net operating losses and credits	30,955	38,271
Sale of member contracts and associated future revenues to OMNIA	162,992	0
Partnership basis differences	45,447	14,399
Other	10,213	12,681
Total deferred tax assets	808,723	684,949
Valuation allowance for deferred tax assets	(5,375)	(4,604)
Deferred tax assets, net of valuation allowance	803,348	680,345
Deferred tax liabilities
Equity earnings	(20,738)	(20,644)
Other liabilities	(6,408)	(6,072)
Net deferred tax assets	$ 776,202	$ 653,629

XML

INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns
Beginning of year balance	$ 16,912	$ 17,124	$ 16,704
Increases in prior period tax positions	316	189	120
Decreases in prior period tax positions	(1,308)	(752)	(63)
Reductions on settlements and lapse in statute of limitations	(16)	(16)	(21)
Increases in current period tax positions	698	367	384
End of year balance	$ 16,602	$ 16,912	$ 17,124

XML

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022	Jul. 26, 2016
Related Party Transaction [Line Items]
Equity in net (loss) income of unconsolidated affiliates									$ (295)	$ 16,068	$ 23,505
Net revenue	$ 350,268	$ 342,596	$ 334,745	$ 318,752	$ 340,364	$ 322,232	$ 359,626	$ 313,873	$ 1,346,361	$ 1,336,095	1,432,901
FFF
Related Party Transaction [Line Items]
Ownership interest (percent)	49.00%				49.00%				49.00%	49.00%
Equity in net (loss) income of unconsolidated affiliates									$ 0	$ 8,571	16,614
FFF | Related Party
Related Party Transaction [Line Items]
Ownership interest (percent)												49.00%
Equity in net (loss) income of unconsolidated affiliates										8,600	16,600
Net administrative fees | Related Party
Related Party Transaction [Line Items]
Net revenue									$ 1,800	$ 5,700	$ 6,300

XML

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating lease expense	$ 9.7	$ 10.0	$ 10.1
Remaining lease term	2 years 1 month 6 days
Discount rate (percent)	4.00%
Current operating lease liabilities	$ 12.3

XML

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2025	$ 12,938
2026	9,469
2027	1,486
2028	166
2029	170
Thereafter	309
Total future minimum lease payments	24,538
Less: imputed interest	1,110
Total operating lease liabilities	$ 23,428
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities

XML

SEGMENTS - Narrative (Details)	12 Months Ended
	Jun. 30, 2024 segment director
Segment Reporting Information [Line Items]
Number of reportable segments | segment	2
Number of sub-brands | director	3

XML

SEGMENTS - Reconciliation of Net Revenue and EBITDA (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Net revenue	$ 350,268	$ 342,596	$ 334,745	$ 318,752	$ 340,364	$ 322,232	$ 359,626	$ 313,873	$ 1,346,361	$ 1,336,095	$ 1,432,901
Total depreciation and amortization expense									129,002	133,793	129,107
Total capital expenditures									81,189	82,302	87,440
Total assets	3,401,449				3,371,487				3,401,449	3,371,487
Operating Segments
Segment Reporting Information [Line Items]
Net revenue									1,346,632	1,336,132	1,432,929
Operating Segments | Supply Chain Services
Segment Reporting Information [Line Items]
Net revenue									886,303	899,955	1,031,946
Total depreciation and amortization expense									55,290	54,425	55,424
Total capital expenditures									33,299	26,545	29,677
Total assets	1,510,935				1,317,076				1,510,935	1,317,076
Operating Segments | Performance Services
Segment Reporting Information [Line Items]
Net revenue									460,329	436,177	400,983
Total depreciation and amortization expense									65,983	71,006	64,674
Total capital expenditures									46,504	51,532	51,298
Total assets	1,105,100				1,209,353				1,105,100	1,209,353
Operating Segments | Total segment net revenue
Segment Reporting Information [Line Items]
Total assets	3,401,443				3,371,491				3,401,443	3,371,491
Corporate
Segment Reporting Information [Line Items]
Total depreciation and amortization expense									7,729	8,362	9,009
Total capital expenditures									1,386	4,225	6,465
Total assets	785,408				845,062				785,408	845,062
Eliminations
Segment Reporting Information [Line Items]
Net revenue									(271)	(37)	(28)
Eliminations
Segment Reporting Information [Line Items]
Total assets	$ 6				$ (4)				6	(4)
Net administrative fees | Operating Segments | Supply Chain Services
Segment Reporting Information [Line Items]
Net revenue									620,831	611,035	601,128
Software licenses, other services and support
Segment Reporting Information [Line Items]
Net revenue									511,808	480,401	438,267
Software licenses, other services and support | Operating Segments | Supply Chain Services
Segment Reporting Information [Line Items]
Net revenue									51,750	44,261	37,312
SaaS-based products subscriptions | Operating Segments | Performance Services
Segment Reporting Information [Line Items]
Net revenue									179,601	187,618	193,586
Consulting services | Operating Segments | Performance Services
Segment Reporting Information [Line Items]
Net revenue									92,560	80,292	64,087
Software licenses
Segment Reporting Information [Line Items]
Net revenue									1,132,639	1,091,436	1,039,395
Software licenses | Operating Segments | Performance Services
Segment Reporting Information [Line Items]
Net revenue									85,168	72,376	65,621
Other investments | Operating Segments | Performance Services
Segment Reporting Information [Line Items]
Net revenue									103,000	95,891	77,689
Services and software licenses | Operating Segments | Supply Chain Services
Segment Reporting Information [Line Items]
Net revenue									672,581	655,296	638,440
Products
Segment Reporting Information [Line Items]
Net revenue									213,722	244,659	393,506
Products | Operating Segments | Supply Chain Services
Segment Reporting Information [Line Items]
Net revenue									$ 213,722	$ 244,659	$ 393,506

XML

SEGMENTS - Reconciliation of Segment Adjusted EBITDA to Operating Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Income before income taxes	$ 149,790	$ 249,998	$ 326,900
Equity in net loss (income) of unconsolidated affiliates	295	(16,068)	(23,505)
Interest (income) expense, net	(1,281)	14,470	11,142
Gain on FFF put and call rights	0	0	(64,110)
Other (income) expense, net	(20,832)	(6,307)	9,646
Operating income	127,972	242,093	260,073
Depreciation and amortization	81,728	85,691	85,171
Amortization of purchased intangible assets	47,274	48,102	43,936
Stock-based compensation	23,876	14,355	46,809
Acquisition- and disposition-related expenses	12,612	17,151	11,453
Strategic initiative and financial restructuring-related expenses	2,850	13,831	18,005
Deferred compensation plan expense (income)	8,769	5,422	(9,401)
Impairment of assets	140,053	56,718	18,829
Other reconciling items, net	708	352	302
Total Non-GAAP Adjusted EBITDA	445,842	483,715	475,177
Employee Stock Purchase Plan (ESPP)
Segment Reporting Information [Line Items]
Stock-based compensation	600	600	600
Operating Segments
Segment Reporting Information [Line Items]
Total Non-GAAP Adjusted EBITDA	580,371	607,222	604,287
Operating Segments | Supply Chain Services
Segment Reporting Information [Line Items]
Total Non-GAAP Adjusted EBITDA	466,931	483,666	477,985
Operating Segments | Performance Services
Segment Reporting Information [Line Items]
Total Non-GAAP Adjusted EBITDA	113,440	123,556	126,302
Corporate
Segment Reporting Information [Line Items]
Total Non-GAAP Adjusted EBITDA	$ (134,529)	$ (123,507)	$ (129,110)

XML

QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Quarterly Financial Information Disclosure [Abstract]
Net revenue	$ 350,268	$ 342,596	$ 334,745	$ 318,752	$ 340,364	$ 322,232	$ 359,626	$ 313,873	$ 1,346,361	$ 1,336,095	$ 1,432,901
Gross profit	235,814	220,333	221,283	210,582	232,493	219,070	242,741	201,985	888,012	896,289	885,039
Net income (loss)	60,605	(49,162)	52,866	42,410	18,905	48,649	64,374	42,959	106,719	174,887	268,318
Net (income) loss attributable to non-controlling interest	71	8,967	1,436	2,351	2,558	(1,848)	(328)	(243)	12,825	139	(2,451)
Net income attributable to stockholders	$ 60,676	$ (40,195)	$ 54,302	$ 44,761	$ 21,463	$ 46,801	$ 64,046	$ 42,716	$ 119,544	$ 175,026	$ 265,867
Weighted average shares outstanding:
Basic (shares)	104,838	111,156	119,702	119,344	119,064	118,872	118,787	118,351	113,791	118,767	120,220
Diluted (shares)	105,596	111,156	120,057	120,133	120,061	119,816	119,652	120,033	114,408	119,889	121,668
Earnings (loss) per share attributable to stockholders:
Basic (usd per share)	$ 0.58	$ (0.36)	$ 0.45	$ 0.38	$ 0.18	$ 0.39	$ 0.54	$ 0.36	$ 1.05	$ 1.47	$ 2.21
Diluted (usd per share)	$ 0.57	$ (0.36)	$ 0.45	$ 0.37	$ 0.18	$ 0.39	$ 0.54	$ 0.36	$ 1.04	$ 1.46	$ 2.19

XML

Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Allowance for doubtful accounts
Movement in Valuation Allowances and Reserves
Beginning Balance	$ 3,763	$ 2,798	$ 2,284
Additions/(Reductions) to Expense or Other Accounts	469	1,775	2,153
Deductions	655	810	1,639
Ending Balance	3,577	3,763	2,798
Deferred tax assets valuation allowance
Movement in Valuation Allowances and Reserves
Beginning Balance	4,604	4,552	35,913
Additions/(Reductions) to Expense or Other Accounts	771	52	(31,361)
Deductions	0	0	0
Ending Balance	$ 5,375	$ 4,604	$ 4,552