pinc-20250930

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended September 30, 2025

☐

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.)

13520 Ballantyne Corporate Place
Charlotte,	North Carolina	28277
(Address of principal executive offices)		(Zip Code)

(704) 357-0022

(Registrant’s telephone number, including area code)

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 30, 2025, there were 82,684,436 shares of the registrant’s Class A common stock, par value $0.01 per share, outstanding.

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION		6
Item 1.	Financial Statements	6
	Condensed Consolidated Balance Sheets (Unaudited)	6
	Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)	7
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
PART II. OTHER INFORMATION		45
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 5.	Other Information	48
Item 6.	Exhibits	49
	Signatures	50

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements made in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 for Premier, Inc. (this “Quarterly 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:

•risks related to the proposed transaction pursuant to which we would be acquired by an affiliate of Patient Square Capital (the “Merger”), including without limitation the following: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals, satisfy the other conditions to the consummation of the Merger (including the approval of our stockholders) or complete contemplated financing arrangements, (2) the risk that any announcements relating to the Merger could have adverse effects on the market price of our Class A Common Stock (“Common Stock”), (3) disruption from the Merger making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with our members, customers, vendors and others with whom we do business, (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger agreement pursuant to which the Merger would be consummated, (5) risks related to disruption of our current plans and operations or the diversion of management’s attention from our ongoing business operations due to the Merger, (6) significant transaction costs, and (7) the risk of litigation and/or regulatory actions related to the Merger or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future;

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

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

•consolidation in the healthcare industry;

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

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

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

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

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

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

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

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

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

•pending and potential litigation;

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

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

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

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

•our use of “open source” software;

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

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

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

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

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

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

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

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

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

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

•the impact on our business of executive orders issued by the President of the United States;

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

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

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

•our ability to fully realize the expected tax benefits to match the payments that we made under notes payable to former limited partners related to the early termination of the Unit Exchange and Tax Receivable Acceleration Agreements (the “Unit Exchange Agreements”) issued in connection with our August 2020 Restructuring;

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

•the impact of stockholder activism, takeover proposals, proxy contests, or short sellers;

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

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

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

•the impact on the price of our Common Stock if we cease paying dividends or reduce dividend payments from current levels;

•the number of shares of our 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” under Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Annual Report”) filed with the Securities and Exchange Commission (“SEC”), as updated by our Quarterly Reports on Form 10-Q (including this Quarterly Report) filed with the SEC.

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 Quarterly Report and our other periodic and current

filings made from time to time with the SEC, which are available from the SEC at www.sec.gov or our website at http://investors.premierinc.com (the contents of which are not part of this Quarterly Report). 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.

Certain Definitions

References to the “August 2020 Restructuring” are references to our corporate restructuring on August 11, 2020 in which we (i) eliminated our dual-class ownership structure and (ii) exercised our right to terminate the Tax Receivable Agreement (the “TRA”). For additional information and details regarding the August 2020 Restructuring, see our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

References to “operating income from revenues sold to OMNIA” are references to operating income from revenues sold to OMNIA Partners, LLC (“OMNIA”) in connection with the sale of non-healthcare GPO member contracts in July 2023, less royalty fees retained.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PREMIER, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)


	September 30, 2025		June 30, 2025
Assets
Cash and cash equivalents	$	43,380	$	83,725
Accounts receivable (net of $5,767 and $6,339 allowance for credit losses, respectively)	87,460		99,092
Contract assets (net of $1,189 and $1,207 allowance for credit losses, respectively)	330,699		318,337

Prepaid expenses and other current assets	70,473		84,649

Total current assets	532,012		585,803
Property and equipment (net of $819,366 and $820,043 accumulated depreciation, respectively)	200,211		201,481
Intangible assets (net of $342,898 and $332,522 accumulated amortization, respectively)	237,694		250,770
Goodwill	899,071		897,894
Deferred income tax assets	758,170		762,859
Deferred compensation plan assets	31,198		35,069
Investments in unconsolidated affiliates	259,261		262,621
Operating lease right-of-use assets	41,807		5,072
Other assets	91,947		95,505
Total assets	$	3,051,371	$	3,097,074

Liabilities and stockholders' equity
Accounts payable	$	24,078	$	19,619
Accrued expenses	51,844		59,151
Revenue share obligations	349,059		347,306
Accrued compensation and benefits	49,421		99,019
Deferred revenue	19,786		22,548
Line of credit and current portion of long-term debt	280,000		280,000

Current portion of liability related to the sale of future revenues	53,618		49,712
Other current liabilities	26,939		33,182
Current liabilities of discontinued operations	24		96
Total current liabilities	854,769		910,633


Liability related to the sale of future revenues, less current portion	576,373		590,727
Deferred compensation plan obligations	31,198		35,069


Operating lease liabilities, less current portion	42,451		2,007
Other liabilities	18,307		28,061
Total liabilities	1,523,098		1,566,497
Commitments and contingencies (Note 15)
Stockholders' equity:
Class A common stock, $0.01 par value, 500,000,000 shares authorized; 82,684,147 shares issued and outstanding at September 30, 2025 and 91,548,325 shares issued and 82,544,385 shares outstanding at June 30, 2025	827		916
Treasury stock, at cost; 9,003,940 shares at June 30, 2025	—		(161,561)
Additional paid-in capital	2,214,520		2,176,318
Accumulated deficit	(686,998)		(485,045)
Accumulated other comprehensive loss	(76)		(51)
Total stockholders' equity	1,528,273		1,530,577
Total liabilities and stockholders' equity	$	3,051,371	$	3,097,074

See accompanying notes to the unaudited condensed consolidated financial statements.

PREMIER, INC.

Condensed Consolidated Statements of Income and Comprehensive Income

(Unaudited)

(In thousands, except per share data)


	Three Months Ended
	September 30,
	2025		2024
Net revenue:
Net administrative fees	$	132,402	$	132,625
Software licenses, other services and support	107,602		115,517


Net revenue	240,004		248,142
Cost of revenue:
Services and software licenses	69,407		67,724

Cost of revenue	69,407		67,724
Gross profit	170,597		180,418
Operating expenses:
Selling, general, and administrative	134,851		134,880
Research and development	483		586
Amortization of purchased intangible assets	10,379		9,637
Operating expenses	145,713		145,103
Operating income	24,884		35,315
Equity in net (loss) income of unconsolidated affiliates	(3,358)		1,833
Interest expense, net	(5,622)		(1,756)
Other income, net	1,080		60,259
Other (expense) income, net	(7,900)		60,336
Income before income taxes	16,984		95,651
Income tax expense	1,697		22,711
Net income from continuing operations	15,287		72,940
Net loss from discontinued operations, net of tax	—		(1,604)
Net income	15,287		71,336
Net loss (income) from continuing operations attributable to non-controlling interest	2,292		(552)


Net income attributable to stockholders	$	17,579	$	70,784

Comprehensive income:
Net income	$	15,287	$	71,336
Comprehensive loss (income) attributable to non-controlling interest	2,292		(552)
Foreign currency translation (loss) gain	(25)		21
Comprehensive income attributable to stockholders	$	17,554	$	70,805

Weighted average shares outstanding:
Basic	82,548		100,380
Diluted	83,606		100,991

Earnings per share attributable to stockholders:
Basic earnings per share from continuing operations	$	0.21	$	0.72
Basic loss per share from discontinued operations	—		(0.01)
Basic earnings per share attributable to stockholders	$	0.21	$	0.71

Diluted earnings per share from continuing operations	$	0.21	$	0.72
Diluted loss per share from discontinued operations	—		(0.02)
Diluted earnings per share attributable to stockholders	$	0.21	$	0.70

See accompanying notes to the unaudited condensed consolidated financial statements.

PREMIER, INC.

Condensed Consolidated Statements of Stockholders' Equity

Three Months Ended September 30, 2025 and 2024

(Unaudited)

(In thousands, except per share data)


	Class A Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2025	82,544	$	916	9,004	$	(161,561)	$	2,176,318	$	(485,045)	$	(51)	$	1,530,577
Issuance of Class A common stock under equity incentive plan	630	6		—	—		—		—		—		6
Treasury stock	(490)	—		490	(275)		—		—		—		(275)
Retirement of Class A common stock	—	(95)		(9,494)	161,836		40,000		(201,741)		—		—
Stock-based compensation expense	—	—		—	—		8,165		—		—		8,165
Repurchase of vested restricted units for employee tax-withholding	—	—		—	—		(7,697)		—		—		(7,697)
Net income	—	—		—	—		—		15,287		—		15,287
Net loss attributable to non-controlling interest	—	—		—	—		(2,292)		2,292		—		—
Change in ownership of consolidated entity	—	—		—	—		26		—		—		26
Dividends ($0.21 per share)	—	—		—	—		—		(17,791)		—		(17,791)


Foreign currency translation adjustment	—	—		—	—		—		—		(25)		(25)

Balance at September 30, 2025	82,684	$	827	—	$	—	$	2,214,520	$	(686,998)	$	(76)	$	1,528,273


	Class A Common Stock			Treasury Stock			Additional Paid-In Capital		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2024	105,027	$	1,115	6,429	$	(250,129)	$	2,105,684	$	105,590	$	(29)	$	1,962,231
Issuance of Class A common stock under equity incentive plan	491	5		—	—		—		—		—		5
Treasury stock	(7,723)	—		7,723	(139,207)		80,000		—		—		(59,207)
Retirement of Class A common stock	—	(142)		(14,152)	389,336		—		(389,194)		—		—
Stock-based compensation expense	—	—		—	—		6,931		—		—		6,931
Repurchase of vested restricted units for employee tax-withholding	—	—		—	—		(4,985)		—		—		(4,985)
Net income	—	—		—	—		—		71,336		—		71,336
Net income attributable to non-controlling interest	—	—		—	—		552		(552)		—		—
Change in ownership of consolidated entity	—	—		—	—		26		—		—		26
Dividends ($0.21 per share)	—	—		—	—		—		(21,590)		—		(21,590)
Distribution of investment in unconsolidated affiliate to non-controlling interests	—	—		—	—		—		(585)		—		(585)

Foreign currency translation adjustment	—	—		—	—		—		—		21		21

Balance at September 30, 2024	97,795	$	978	—	$	—	$	2,188,208	$	(234,995)	$	(8)	$	1,954,183

See accompanying notes to the unaudited condensed consolidated financial statements.

PREMIER, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Three Months Ended September 30,
	2025		2024
Operating activities
Net income	$	15,287	$	71,336
Adjustments to reconcile net income to net cash provided by operating activities:
Net loss from discontinued operations, net of tax	—		1,604
Depreciation and amortization	30,477		29,288
Equity in net loss (income) of unconsolidated affiliates	3,358		(1,833)
Deferred income taxes	5,407		24,954
Stock-based compensation	8,165		6,931
Impairment of assets	1,758		—

Other, net	840		1,672
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable	11,632		2,216
Contract assets	(10,794)		(10,566)

Prepaid expenses and other assets	(18,229)		8,730
Accounts payable	4,265		397
Revenue share obligations	1,753		26,118
Accrued expenses, deferred revenue, and other liabilities	(37,989)		(80,804)
Net cash provided by operating activities from continuing operations	15,930		80,043
Net cash used in operating activities from discontinued operations	(72)		(12,396)
Net cash provided by operating activities	15,858		67,647
Investing activities
Purchases of property and equipment	(19,504)		(17,718)







Net cash used in investing activities	(19,504)		(17,718)
Financing activities
Payments on notes payable	—		(26,214)
Proceeds from credit facility	120,000		—
Payments on credit facility	(120,000)		—
Proceeds from sale of future revenues	—		42,325
Payments on liability related to the sale of future revenues	(10,448)		(20,949)
Cash dividends paid	(18,561)		(21,323)
Repurchase of Class A common stock	—		(56,440)

Other, net	(7,665)		(5,539)
Net cash used in financing activities	(36,674)		(88,140)
Effect of exchange rate changes on cash flows	(25)		21
Net decrease in cash and cash equivalents	(40,345)		(38,190)
Cash and cash equivalents at beginning of period	83,725		125,146
Cash and cash equivalents at end of period	$	43,380	$	86,956

See accompanying notes to the unaudited condensed consolidated financial statements.

PREMIER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) ORGANIZATION AND BASIS OF PRESENTATION

Organization

Premier, Inc. (“Premier,” or the “Company”) is a publicly held, for-profit Delaware corporation located in the United States. The Company is a holding company with no material business operations of its own. The Company’s primary asset is its equity interest in its wholly owned subsidiary Premier Healthcare Solutions, Inc., a Delaware corporation (“PHSI”). The Company conducts substantially all of its business operations through PHSI and its other consolidated subsidiaries. The Company, together with its subsidiaries and affiliates, is a leading technology-driven healthcare improvement company, providing solutions to healthcare providers in the United States. Playing a critical role in the rapidly evolving healthcare industry, the Company unites providers, suppliers, and payers to make healthcare better with national scale, smarter with actionable intelligence and faster with novel technologies. The Company offers integrated data and analytics, collaboratives, supply chain solutions, consulting and other services in service of its mission to improve the health of communities. Additionally, the Company also provides some of the various products and services noted above to non-healthcare businesses, including through continued access to its group purchasing organization (“GPO”) programs for non-healthcare members whose contracts were sold to OMNIA Partners, LLC (“OMNIA”) (see Note 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 16 - Segments for further information related to the Company’s reportable business segments. The Company has no significant foreign operations or revenues. The Supply Chain Services segment includes one of the largest national healthcare GPO programs in the United States, serving acute and continuum of care sites and providing supply chain co-management and financial support services through the Company’s procure-to-pay functionalities which include digital supply chain market insights and digital invoicing and payables automation business. The Performance Services segment consists of the Company’s technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement, and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, payer, and life sciences markets.

Pending Acquisition by Patient Square Capital

On September 22, 2025, the Company announced that it had entered into a definitive agreement to be acquired by an affiliate of Patient Square Capital, LP (“Patient Square”). Specifically, on September 21, 2025, Premier entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Premium Parent, LLC, a Delaware limited liability corporation (“Parent”), and Premium Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).

The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”); (ii) at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Class A common stock of the Company, par value $0.01 per share (the “Common Stock”) (the “Shares”), other than (a) shares of Common Stock that, immediately prior to the Effective Time, are held by the Company or any of its subsidiaries and not held on behalf of third parties, (b) shares of Common Stock that are owned by Parent or Merger Sub, in each case immediately prior to the Effective Time, and (c) shares of Common Stock that, immediately prior to the Effective Time, are held by any holder who is entitled to demand and properly demands appraisal of such shares of Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware, will be automatically converted into the right to receive $28.25 per Share in cash, without interest (the “Merger Consideration”).

party to consummate the Merger is also conditioned upon certain unilateral closing conditions, including the other party’s representations and warranties being accurate (subject to certain customary materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. The obligation of Parent and Merger Sub to consummate the Merger is also conditioned upon there being no continuing Material Adverse Effect (as defined in the Merger Agreement). The consummation of the Merger is not subject to any financing condition.

The Merger Agreement contains termination rights for each of Parent and the Company, including, among others, (i) if the consummation of the Merger does not occur on or before March 21, 2026 (the “Outside Date”), subject to one three-month extension if on such date all of the closing conditions in the Merger Agreement have been satisfied or waived, except for those relating to regulatory approvals and those conditions that by their nature are to be satisfied at the closing but provided that such conditions are capable of being satisfied if the closing were to take place on such date, (ii) if any court or governmental authority shall have enacted, issued, promulgated or entered any final and non-appealable order that permanently enjoins or otherwise permanently prohibits the consummation of the Merger, (iii) if the approval of our stockholders is not obtained following the meeting of our stockholders for purposes of obtaining such approval, (iv) by the Company if Parent or Merger Sub (in the case of termination by the Company) or Parent if the Company (in the case of termination by Parent) breaches or fails to perform their covenants or if any of their representations or warranties are untrue, such that the conditions to closing for the terminating party fail to be satisfied (subject to a cure period) (“uncured breach”) or (v) subject to certain conditions, (a) by Parent, if our Board of Directors makes an adverse recommendation change with respect to the Merger or (b) by the Company, if (1) the Company wishes to terminate the Merger Agreement to enter into a definitive contract with respect to a Superior Proposal (as defined by the Merger Agreement) or (2) if Parent and Merger Sub fail to effect the closing on or prior to the date that is three business days after the closing would have occurred pursuant to the Merger agreement, and after the closing conditions have been satisfied (other than those conditions that by their nature are to be satisfied at the closing, but which are capable of being satisfied at the closing) and the Company stands ready, willing and able to consummate the transaction (“Parent’s Failure to Close”).

Premier will be required to pay a termination fee to Parent equal to $66,215,100 if the Merger Agreement is terminated in certain specified circumstances, including the termination by Parent in the event of a change of recommendation by the Board or the termination by the Company to enter into a contract with respect to a Superior Proposal.

Parent will be required to pay a termination fee to the Company equal to $168,550,000 if the Company terminates the Merger Agreement due to Parent’s and Merger Sub’s uncured breach or Parent’s Failure to Close (or Parent terminates following the Outside Date, where the Company could have validly terminated pursuant to the foregoing).

Acquisitions and Divestitures

Acquisition of IllumiCare, Inc.

On June 13, 2025, the Company, through its wholly owned subsidiary PHSI, acquired 100% of the issued and outstanding capital stock in IllumiCare, Inc. (“IllumiCare”) in a reverse subsidiary merger transaction for a preliminary adjusted purchase price of $46.7 million, net of cash acquired (“IllumiCare acquisition”). The Company paid $39.8 million with cash on hand, net of cash acquired. The acquisition agreement provides for potential additional contingent earn-out payments to the former IllumiCare owners of up to $15.0 million over a three-year period based upon achievement of certain specified post-closing business performance goals. IllumiCare is reported as part of the Performance Services Segment. See Note 3 - Business Acquisitions for further information.

Divestiture of Direct Sourcing Business - Discontinued Operations

On September 30, 2024, the Company’s wholly owned subsidiary, Premier Supply Chain Improvement, Inc. (“PSCI”), entered into a Contribution and Exchange Agreement to contribute all outstanding equity interests in its direct sourcing subsidiary, SVS LLC d/b/a S2S Global (“S2S Global”), to Prestige Ameritech, Ltd. (“Prestige”) in exchange for approximately 9.4 million limited partnership units, or a 20% minority interest, in Prestige (the “S2S Divestiture”). The transaction closed on October 1, 2024. The fair value of the equity received in Prestige as consideration for the contribution of S2S Global was $24.9 million, which resulted in a loss on disposal of S2S Global of $53.0 million during the year ended June 30, 2025.

At the close of the S2S Divestiture, the Company held an approximate 24% interest in Prestige, comprised of the 20% direct ownership interest through its sale of S2S Global as well as a 4% indirect ownership interest through the Company’s consolidated subsidiary, PRAM Holdings, LLC (“PRAM”).

The Company met the criteria for classifying certain assets and liabilities of the direct sourcing business as a discontinued operation as of September 30, 2024. See Note 4 - Discontinued Operations and Exit Activities for further information.

Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in accordance with United States generally accepted accounting principles (“GAAP”) and include the assets, liabilities, revenues, and expenses of all majority-owned subsidiaries over which the Company exercised control and, when applicable, entities for which the Company had a controlling financial interest or was the primary beneficiary. All intercompany transactions have been eliminated upon consolidation. The accompanying condensed consolidated 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. The Company believes that the disclosures are adequate to make the information presented not misleading and should be read in conjunction with the audited consolidated financial statements and related footnotes contained in the 2025 Annual Report.

Supplementary Cash Flows Information

The following table presents supplementary cash flows information for the three months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30,
	2025		2024



Supplemental schedule of non-cash investing and financing activities:
Non-cash additions to property and equipment	$	194	$	191

Accrued dividend equivalents	427		450
Increase in treasury stock related to a payable as a result of applying trade date accounting when recording the repurchase of Class A common stock	—		1,602
Accrued excise taxes related to repurchase of Class A common stock	275		1,165

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, 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

There have been no material changes to the Company’s significant accounting policies as described in the 2025 Annual Report.

Recently Issued Accounting Standards Not Yet Adopted

In July 2025, the Financial Accounting Standards Board issued Accounting Standards Update No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. ASU 2025-05 will be effective for the Company’s annual reporting period beginning July 1, 2026. The Company is currently evaluating the new standard and the impact on its consolidated financial statements and related disclosures.

(3) BUSINESS ACQUISITIONS

Acquisition of IllumiCare

On June 13, 2025, the Company, through its wholly owned subsidiary PHSI, acquired 100% of the issued and outstanding capital stock in IllumiCare in a reverse subsidiary merger transaction for a preliminary adjusted purchase price of $46.7 million, net of cash acquired. The Company paid $39.8 million with cash on hand, net of cash acquired. The acquisition agreement provides for potential additional contingent earn-out payments to the former IllumiCare owners of up to $15.0 million over a three-year period based upon achievement of certain specified post-closing business performance goals. As of September 30, 2025, the fair value of the earn-out liability was $6.9 million (see Note 6 - Fair Value Measurements), which was included in the preliminary adjusted purchase price.

The Company has accounted for the IllumiCare acquisition as a business combination whereby the preliminary adjusted purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values. The fair value assigned to intangible assets acquired was $17.0 million, consisting primarily of developed technology and customer relationships. Other assets and liabilities acquired are not material. The IllumiCare acquisition resulted in the recognition of $30.8 million of goodwill (see Note 8 - Goodwill and Intangible Assets) attributable to the anticipated profitability of IllumiCare, based on the purchase price paid in the acquisition compared to the fair value of the net assets acquired. The IllumiCare acquisition was considered a stock acquisition for income tax purposes. During the quarter ended September 30, 2025, the Company recorded measurement period adjustments based on the preliminary valuation report. These adjustments resulted in an immaterial reduction in the value of intangible assets and a corresponding increase in goodwill (see Note 8 - Goodwill and Intangible Assets). The purchase price allocation is preliminary because the fair values assigned to intangible assets are subject to change as the valuation report is finalized.

IllumiCare is reported as part of the Performance Services Segment.

Pro forma results of operations for the acquisition have not been presented because the effects on revenue and net income were not material to the Company’s historical consolidated financial statements.

(4) DISCONTINUED OPERATIONS AND EXIT ACTIVITIES

In connection with the sale of certain assets and wind down and exit from the direct sourcing business (see Note 1 - Organization and Basis of Presentation), the Company met the criteria for classifying certain assets and liabilities of S2S Global as a discontinued operation as of September 30, 2024. Prior to its classification as a discontinued operation, S2S Global was included as part of the Supply Chain Services segment.

As of September 30, 2025, the Company had completed the exit from the S2S Global business and had no income or loss from discontinued operations for the three months ended September 30, 2025.

There were no assets classified as discontinued operations at September 30, 2025 and June 30, 2025. The following table summarizes the major classes of liabilities classified as discontinued operations at September 30, 2025 and June 30, 2025 (in thousands):


	September 30, 2025		June 30, 2025








Liabilities

Accrued expenses	$	14	$	14
Accrued compensation and benefits	10		82
Current liabilities of discontinued operations	$	24	$	96

The following table summarizes the major components of net loss from discontinued operations for the three months ended September 30, 2024 (in thousands):


	Three Months Ended September 30,
	2024
Net revenue	$	50,485
Cost of revenue	46,055
Gross profit	4,430
Operating expenses:
Selling, general, and administrative	6,761

Operating expenses	6,761
Operating loss from discontinued operations	(2,331)
Other expense	(54)
Net loss from discontinued operations before income taxes	(2,385)
Income tax benefit	(781)
Net loss from discontinued operations, net of tax, attributable to stockholders	$	(1,604)

(5) INVESTMENTS

Investments in Unconsolidated Affiliates

The Company’s investments in unconsolidated affiliates consisted of the following (in thousands):


					Equity in Net (Loss) Income

	Carrying Value				Three Months Ended September 30,
	September 30, 2025		June 30, 2025		2025		2024
FFF	$	136,080	$	136,080	$	—	$	—
Prestige	49,421		53,134		(3,711)		308
Exela	33,051		33,986		(935)		1,198
Qventus	16,000		16,000		—		—
Other investments	24,709		23,421		1,288		327
Total investments	$	259,261	$	262,621	$	(3,358)	$	1,833

The Company’s wholly owned subsidiary, PSCI, held a 49% interest in FFF Enterprises, Inc. (“FFF”) through PSCI’s ownership of FFF Class B stock at September 30, 2025 and June 30, 2025. On March 3, 2023, the Company and the majority shareholder of FFF amended the FFF shareholders’ agreement, and since the date of the amendment, the Company has accounted for its investment in FFF at cost less impairments, if any, plus or minus any observable changes in fair value. The Company includes FFF as part of the Supply Chain Services segment.

The Company holds ownership interest in Prestige through its wholly owned subsidiary, PSCI, and through the Company’s consolidated subsidiary, PRAM. At September 30, 2025 and June 30, 2025, the Company held an approximate 24% interest in Prestige, comprised of the 20% direct ownership interest received as consideration in the S2S Divestiture (see Note 1 - Organization and Basis of Presentation) as well as its indirect ownership interest through PRAM. 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.

At September 30, 2025 and June 30, 2025, the Company held an approximate 16% interest in Prestige through PRAM’s ownership of Prestige limited partnership units. At September 30, 2025 and June 30, 2025, 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’s 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 September 30, 2025 and June 30, 2025. At September 30, 2025 and June 30, 2025, 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

investment in Exela using the equity method of accounting and includes the investment as part of the Supply Chain Services segment.

The Company’s wholly owned subsidiary, PHSI, held an approximate 7% interest in Qventus, Inc. (“Qventus”) through PHSI’s ownership of Qventus Series C preferred stock at September 30, 2025 and June 30, 2025. 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.

(6) FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table represents the Company’s financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands):


	Fair Value of Financial Assets and Liabilities		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2025

Deferred compensation plan assets	$	38,341	$	38,341	$	—	$	—
Total assets	38,341		38,341		—		—

Earn-out liabilities	6,900		—		—		6,900
Total liabilities	$	6,900	$	—	$	—	$	6,900

June 30, 2025

Deferred compensation plan assets	$	53,850	$	53,850	$	—	$	—
Total assets	53,850		53,850		—		—

Earn-out liabilities	7,706		—		—		7,706
Total liabilities	$	7,706	$	—	$	—	$	7,706

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 ($7.1 million and $18.8 million at September 30, 2025 and June 30, 2025, respectively) was included in prepaid expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets.

Financial Instruments Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

Earn-out Liabilities

Earn-out liabilities are classified as Level 3 of the fair value hierarchy. Earn-out liabilities were established in connection with the acquisition of substantially all of the assets and certain liabilities of Acurity, Inc. and Nexera, Inc. (the “Acurity and Nexera asset acquisition”) in February 2020 as well as the IllumiCare acquisition in June 2025. A total earn-out liability of $27.0 million for the Acurity and Nexera asset acquisition was paid in January 2025. The earn-out liability for the IllumiCare acquisition was based on projected results during the earn-out period.

A reconciliation of the Company’s Level 3 earn-out liabilities is as follows (in thousands):


	Three Months Ended September 30,
	2025		2024
Beginning balance	$	7,706	$	28,549
Purchases (settlements) (a)	(806)		—
(Gains) losses (b)	—		1,451
Ending balance	$	6,900	$	30,000

_________________________________

(a)Purchases (settlements) for the three months ended September 30, 2025 represent an adjustment to the initial value of the IllumiCare acquisition earn-out.

(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 Condensed Consolidated Statements of Income and Comprehensive Income.

Non-Recurring Fair Value Measurements

During three months ended September 30, 2025, no non-recurring fair value measurements were required relating to the measurement of goodwill and intangible assets for impairment.

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.

(7) CONTRACT BALANCES

Deferred Revenue

Revenue recognized during the three months ended September 30, 2025 that was included in the opening balance of deferred revenue at July 1, 2025 was $12.2 million, which is a result of satisfying certain performance obligations.

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).

Refer to the Company’s significant accounting policies in the 2025 Annual Report for discussion of revenue recognition on contracts with customers.

Net revenue of $5.2 million was recognized during the three months ended September 30, 2025 from performance obligations that were satisfied or partially satisfied in prior periods. The net revenue recognized was driven by an increase of $4.4 million in net administrative fees revenue related to under-forecasted cash receipts received in the current period and an increase of $0.8 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.

Net revenue of $4.7 million was recognized during the three months ended September 30, 2024 from performance obligations that were satisfied or partially satisfied in prior periods. The net revenue recognized was driven by an increase of $4.5 million in net administrative fees revenue related to under-forecasted cash receipts received in the current period and an increase of $0.2 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 September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $796.8 million. The Company expects to recognize approximately 38% of the remaining performance obligations over the next twelve months, an additional 23% over the following twelve months, and an additional 31% over the following 36 months, with the remainder recognized thereafter.

(8) GOODWILL AND INTANGIBLE ASSETS

Goodwill

A reconciliation of goodwill by segment is as follows (in thousands):


	Supply Chain Services		Performance Services		Total
June 30, 2025	$	408,309	$	489,585	$	897,894
Acquisition of IllumiCare (a)	—		1,177		1,177

September 30, 2025	$	408,309	$	490,762	$	899,071

_________________________________

(a)The increase in acquisition of IllumiCare above reflects measurement period adjustments associated with the IllumiCare acquisition during the three months ended September 30, 2025. For additional details on the IllumiCare acquisition, see Note 3 - Business Acquisitions.

At September 30, 2025 and June 30, 2025, the Company had accumulated impairment losses to goodwill at Performance Services of $197.7 million, which related to the ITS and Contigo Health reporting units.

Fiscal Year 2025 Impairment

During the year ended June 30, 2025, the Company recorded a pre-tax goodwill impairment charge of $126.8 million related to the Informatics and Technology Services (“ITS”) reporting unit. No events or circumstances occurred during the three months ended September 30, 2025 that would suggest there are additional indicators of impairment, and accordingly, the Company determined that goodwill impairment testing was not needed at September 30, 2025.

Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands):


		September 30, 2025						June 30, 2025
	Useful Life	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Member relationships	14.7 years	$	386,100	$	(195,604)	$	190,496	$	386,100	$	(189,068)	$	197,032
Technology	6.5 years	108,517		(81,058)		27,459		117,017		(79,268)		37,749
Customer relationships	8.0 years	48,130		(34,220)		13,910		42,430		(33,357)		9,073
Trade names	6.6 years	18,720		(16,192)		2,528		18,620		(15,594)		3,026
Non-compete agreements	5.2 years	17,315		(14,648)		2,667		17,315		(14,148)		3,167
Other	5.1 years	1,810		(1,176)		634		1,810		(1,087)		723
Total		$	580,592	$	(342,898)	$	237,694	$	583,292	$	(332,522)	$	250,770

The net carrying value of intangible assets by segment was as follows (in thousands):


	September 30, 2025		June 30, 2025
Supply Chain Services	$	215,086	$	223,745
Performance Services	22,608		27,025
Total intangible assets, net	$	237,694	$	250,770

The estimated amortization expense for each of the next five fiscal years and thereafter is as follows (in thousands):


2026 (a)	$	29,402
2027	36,440
2028	33,022
2029	31,027
2030	30,035
Thereafter	77,768
Total amortization expense	$	237,694

(a)As of September 30, 2025, estimated amortization expense is for the period from October 1, 2025 to June 30, 2026.

(9) DEBT AND NOTES PAYABLE

Line of credit and current portion of long-term debt consisted of the following (in thousands):


	September 30, 2025		June 30, 2025
Credit Facility	$	280,000	$	280,000


Total current portion of debt and notes payable	$	280,000	$	280,000

The Company held no long-term debt as of September 30, 2025 and June 30, 2025.

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, subsequently amended by a First Amendment to Credit Agreement dated as of September 23, 2024 (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.

The Company was in compliance with all covenants at September 30, 2025 and June 30, 2025.

The Company had $280.0 million in outstanding borrowings under the Credit Facility at September 30, 2025 and June 30, 2025 with $715.0 million of available borrowing capacity after reductions for outstanding letters of credit. For the three months ended September 30, 2025, the Company borrowed $120.0 million and repaid $120.0 million of outstanding borrowings under the Credit Facility. At September 30, 2025, the weighted average interest rate on outstanding borrowings under the Credit Facility was 5.517%. At both September 30, 2025 and June 30, 2025, the annual commitment fee, based on the actual daily unused amount of commitments under the Credit Facility, was 0.125%.

(10) LIABILITY RELATED TO THE SALE OF FUTURE REVENUES

Sale of Non-Healthcare GPO Member Contracts

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.

Pursuant to the terms of the Equity Purchase Agreement, OMNIA acquired Premier’s non-healthcare GPO member agreements. The Company and OMNIA also entered in a 10-year channel partnership agreement (the “Channel Agreement”), pursuant to which the Company remits to OMNIA the associated net cash flows generated from administrative fees from purchasing on supplier contracts, net of royalty fees that the Company is entitled to retain over the term of the Channel Agreement based on the continued growth of the non-healthcare GPO member agreements.

As payments for administrative fees are remitted to OMNIA, the balance of Premier’s obligation will effectively be repaid over the term of the Channel Agreement. The Company calculated the effective interest rate based on future expected revenue,

which resulted in an effective annual interest rate of 2.5% which will remain consistent throughout the life of the Channel Agreement.

Changes to several factors that could materially affect the amount and timing of payments to OMNIA could result in an increase or decrease to expected future revenue and interest expense related to the sale of future 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 Condensed Consolidated Statements of Income and Comprehensive Income. For the three months ended September 30, 2025 and 2024, the Company did not record cumulative adjustments to the carrying amount of the liability.

At September 30, 2025, the Company had $630.0 million of liability related to the sale of non-healthcare GPO member contracts and associated future revenues, of which $53.6 million was recorded to current portion of the liability related to the sale of future revenues in the accompanying Condensed Consolidated Balance Sheets. For the three months ended September 30, 2025, the Company recorded $14.0 million in revenue that was sold to OMNIA in net administrative fees, net of royalty fees retained, and $4.0 million in interest expense related to the sale of future revenues in interest expense, net in the Condensed Consolidated Statements of Income and Comprehensive Income.

At June 30, 2025, the Company had $640.4 million of liability related to the sale of non-healthcare GPO member contracts and associated future revenues, of which $49.7 million was recorded to current portion of the liability related to the sale of future revenues in the accompanying Condensed Consolidated Balance Sheets. For the three months ended September 30, 2024, the Company recorded $15.7 million in revenue that was sold to OMNIA in net administrative fees, net of royalty fees retained, and $4.4 million in interest expense related to the sale of future revenues in interest expense, net in the Condensed Consolidated Statements of Income and Comprehensive Income.

A reconciliation of the liability related to the sale of future revenues was as follows (in thousands):




Beginning balance as of June 30, 2025	$	640,439

Imputed interest expense	4,058
Principal and interest payments, net of royalty fees retained	(14,506)
Ending balance as of September 30, 2025	$	629,991

(11) STOCKHOLDERS' EQUITY

As of September 30, 2025, there were 82,684,147 shares of the Company’s Common Stock, par value $0.01 per share, outstanding.

Share Repurchase Authorization

In February 2024, the Company announced that its Board of Directors had approved a share repurchase authorization for up to $1.0 billion of its Common Stock (the “Share Repurchase Authorization”) and that the Company had entered into an accelerated share repurchase agreement (the “2024 ASR Agreement”) with Bank of America, N.A. (“Bank of America”) pursuant to the Share Repurchase Authorization to repurchase an aggregate of $400.0 million of shares of Common Stock, excluding fees and expenses. Under the terms of the 2024 ASR Agreement, the Company made a payment of $400.0 million to Bank of America and, in February 2024, received initial deliveries of an aggregate of approximately 15.0 million shares of Common Stock. On July 11, 2024, as final settlement of the share repurchase transaction under the 2024 ASR Agreement, the Company received an additional approximate 4.8 million shares of Common Stock. In total, the Company repurchased approximately 19.9 million shares of Common Stock under the 2024 ASR Agreement at $20.12 per share, which represents the volume-weighted average share price of the Company’s Common Stock during the term of the 2024 ASR Agreement less a discount. The shares delivered were recorded in treasury stock and immediately retired and recorded to retained earnings in the Condensed Consolidated Balance Sheets.

In August 2024, the Company announced that its Board of Directors had approved the execution of $200.0 million of Common Stock repurchases under the Share Repurchase Authorization. The Company completed this repurchase program on January 6, 2025, repurchasing an aggregate of approximately 9.5 million shares of Common Stock at an average price of $21.00 per share in open market transactions for a total purchase price of $200.0 million. The shares delivered were recorded in treasury stock and immediately retired and recorded to retained earnings in the Condensed Consolidated Balance Sheets.

On February 18, 2025, the Company announced that its Board of Directors had approved and that we had entered into two accelerated share repurchase agreements (the “2025 ASR Agreements”) with JPMorgan Chase Bank, National Association (“JPMorgan”) pursuant to the Share Repurchase Authorization for an aggregate repurchase of $200.0 million of Common

Stock, excluding fees and expenses. Under the terms of the 2025 ASR Agreements, the Company made aggregate payments of $200.0 million to JPMorgan, and on February 18 and 19, 2025, received from JPMorgan initial deliveries of approximately 9.0 million shares of Common Stock. On August 18, 2025, as final settlement of the share repurchase transactions under the 2025 ASR Agreements, the Company received an additional approximate 0.5 million shares of the Common Stock. In total, the Company repurchased approximately 9.5 million shares of the Common Stock under the 2025 ASR Agreements at $21.07 per share, which represents the volume-weighted average share price of the Common Stock during the terms of the 2025 ASR Agreements, less a discount.

The shares delivered were recorded in treasury stock and the unsettled portions of the 2025 ASR Agreements were recorded in additional paid-in capital, in the Company’s Condensed Consolidated Balance Sheets. The final settlement of shares delivered were recorded in treasury stock and immediately the 2025 ASR Agreements’ initial deliveries of shares and final settlement of shares were retired and recorded to retained earnings in the Company’s Condensed Consolidated Balance Sheets.

The Share Repurchase Authorization expired on June 30, 2025.

During the three months ended September 30, 2025, the Company paid cash dividends of $0.21 per share on outstanding shares of the Company’s Common Stock to stockholders on September 15, 2025.

(12) EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income attributable to 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 Common Stock.

The following table provides a reconciliation of the numerator and denominator used for basic and diluted earnings (loss) per share (in thousands, except per share amounts):


	Three Months Ended September 30,
	2025		2024
Numerator for basic and diluted earnings per share:
Net income from continuing operations attributable to stockholders (a)	$	17,579	$	72,388
Net loss from discontinued operations attributable to stockholders	—		(1,604)
Net income attributable to stockholders	$	17,579	$	70,784

Denominator for earnings per share:
Basic weighted average shares outstanding	82,548		100,380
Effect of dilutive securities: (b)

Restricted stock units	750		611
Performance share awards	308		—
Weighted average shares outstanding - diluted	83,606		100,991

Earnings per share attributable to stockholders:
Basic earnings per share from continuing operations	$	0.21	$	0.72
Basic loss per share from discontinued operations	—		(0.01)
Basic earnings per share attributable to stockholders	$	0.21	$	0.71

Diluted earnings per share from continuing operations	$	0.21	$	0.72
Diluted loss per share from discontinued operations	—		(0.02)
Diluted earnings per share attributable to stockholders	$	0.21	$	0.70

_________________________________

(a)Net income from continuing operations attributable to stockholders was calculated as follows (in thousands):


	Three Months Ended September 30,
	2025		2024
Net income from continuing operations	$	15,287	$	72,940
Net loss (income) from continuing operations attributable to non-controlling interest	2,292		(552)
Net income from continuing operations attributable to stockholders	$	17,579	$	72,388

(b)Stock options and restricted stock units excluded from diluted weighted average shares outstanding, as their effects were anti-dilutive, totaled 0.6 million for the three months ended September 30, 2025. Additionally, performance share awards excluded from diluted weighted average shares outstanding, as the awards had not satisfied the applicable performance criteria at the end of the period, were 0.1 million for the three months ended September 30, 2025.

Stock options and restricted stock units excluded from diluted weighted average shares outstanding, as their effects were anti-dilutive, totaled 1.6 million for the three months ended September 30, 2024. Additionally, performance share awards excluded from diluted weighted average shares outstanding, as the awards had not satisfied the applicable performance criteria at the end of the period, were 0.3 million for the three months ended September 30, 2024.

(13) STOCK-BASED COMPENSATION

Stock-based compensation expense is recognized over the requisite service period, which generally equals the stated vesting period. The associated deferred tax benefit was calculated at a tax rate of 25% for both the three months ended September 30, 2025 and 2024, 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 14 - Income Taxes for further information related to income taxes.

Stock-based compensation expense and the resulting deferred tax benefits were as follows (in thousands):


	Three Months Ended September 30,
	2025		2024
Pre-tax stock-based compensation expense	$	8,165	$	6,931
Less: deferred tax benefit (a)	1,569		1,255
Total stock-based compensation expense, net of tax	$	6,596	$	5,676

_________________________________

(a)For both the three months ended September 30, 2025 and 2024, the deferred tax benefit was reduced by $0.5 million, 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.

(14) INCOME TAXES

Income tax expense on continuing operations for the three months ended September 30, 2025 and 2024 was $1.7 million and $22.7 million, respectively. This reflects effective tax rates of 10% and 24% for the three months ended September 30, 2025 and 2024, respectively. The change in the effective tax rate is primarily attributable to changes in stock-based compensation expense, state law repricing, and statute of limitation release on uncertain tax positions.

In July 2025, the Company was informed that the Internal Revenue Service (“IRS”) will be examining the tax year ended June 30, 2023. The Company believes it has recorded adequate taxes for positions taken which may be challenged upon IRS examination. The Company is also subject to ongoing state and local examinations for various periods. Activity related to these examinations did not have a material impact on the Company’s financial position or results of operations.

(15) COMMITMENTS AND CONTINGENCIES

Operating Leases

Operating lease expense for the three months ended September 30, 2025 and 2024 was $3.6 million and $2.0 million, respectively. As of September 30, 2025, the weighted average remaining lease term was 7.3 years and the weighted average discount rate was 6%. During the year ended June 30, 2025, the Company entered into a lease modification for its corporate headquarters, which commenced in July 2025 with an initial lease term of approximately eight years.

Future minimum lease payments under noncancellable operating leases with initial lease terms in excess of one year were as follows (in thousands):


	September 30, 2025		June 30, 2025
2026 (a)	$	6,337	$	9,526
2027	5,334		1,558
2028	6,976		240
2029	7,155		201
2030	7,353		174
Thereafter	26,473		149
Total future minimum lease payments	59,628		11,848
Less: imputed interest	12,639		469
Total operating lease liabilities (b)	$	46,989	$	11,379

_________________________________

(a)As of September 30, 2025, future minimum lease payments are for the period from October 1, 2025 to June 30, 2026.

(b)As of September 30, 2025, the Company had $4.5 million of operating lease liabilities within other current liabilities in the accompanying Condensed 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.

(16) SEGMENTS

The Company delivers its solutions and manages its business through two reportable business segments, Supply Chain Services and Performance Services. The Supply Chain Services segment includes the Company’s GPO, supply chain co-management, and purchasing and payment solutions. The Performance Services segment consists of the Company’s technology and services platform. The Company has identified these segments based on the products and services provided.

The Company’s Chief Executive Officer serves as the Company’s chief operating decision maker (“CODM”). The CODM uses Segment Adjusted EBITDA (a financial measure not determined in accordance with generally accepted accounting principles (“Non-GAAP”)) as its primary measure of profit or loss to assess segment performance and to determine the allocation of resources. The CODM also uses Segment Adjusted EBITDA to facilitate the comparison of the segment operating performance on a consistent basis from period to period. The Company defines Segment Adjusted EBITDA as the segment’s net revenue less cost of revenue and operating expenses directly attributable to the segment excluding depreciation and amortization, amortization of purchased intangible assets, merger and acquisition-related expenses, and non-recurring or non-cash items. Operating expenses directly attributable to the segment include expenses associated with sales and marketing, general and administrative, and product development activities specific to the operation of each segment. General and administrative corporate expenses that are not specific to a particular segment are not included in the calculation of Segment Adjusted EBITDA. Segment Adjusted EBITDA also excludes any income and expense that has been classified as discontinued operations and operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts, less royalty fees retained.

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 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations.

The CODM does not use segment assets or significant segment expenses to assess performance, make strategic decisions, or allocate resources. Segment assets and significant segment expenses are therefore not disclosed.

Segment information and a reconciliation of income before income taxes to unaudited Segment Adjusted EBITDA, a Non-GAAP financial measure, is as follows (in thousands):


	Three Months Ended September 30,
Supply Chain Services	2025		2024
Net revenue (a)	$	152,086	$	151,388
Other segment items (b)	75,912		73,877
Segment Adjusted EBITDA	$	76,174	$	77,511

Performance Services
Net revenue (a)	$	87,918	$	96,754
Other segment items (b)	77,296		81,805
Segment Adjusted EBITDA	$	10,622	$	14,949

Segment Adjusted EBITDA:
Supply Chain Services (a)	$	76,174	$	77,511
Performance Services (a)	10,622		14,949
Total Segment Adjusted EBITDA	$	86,796	$	92,460

_________________________________

(a)Includes intersegment revenue which is eliminated in consolidation.

(b)For each reportable segment, other segment items includes cost of revenue and selling, general, and administrative expenses, excluding depreciation and amortization, research and development, and other miscellaneous expense (income).


	Three Months Ended September 30,
	2025		2024
Income before income taxes	$	16,984	$	95,651
Equity in net loss (income) of unconsolidated affiliates (a)	3,358		(1,833)
Interest expense, net	5,622		1,756
Other income, net	(1,080)		(60,259)
Operating income	24,884		35,315
Depreciation and amortization	20,098		19,651
Amortization of purchased intangible assets	10,379		9,637
Stock-based compensation (b)	8,363		7,140
Acquisition- and disposition-related expenses	(384)		2,884
Strategic initiative and restructuring-related expenses	280		110
Operating income from revenues sold to OMNIA	(13,953)		(15,710)
Deferred compensation plan expense (c)	1,726		2,692
Impairment of assets	1,758		—
Corporate and other expenses	33,645		30,741
Total Segment Adjusted EBITDA	$	86,796	$	92,460

_________________________________

(a)Refer to Note 5 - Investments for further information.

(b)Represents non-cash employee stock-based compensation expense and stock purchase plan expense of $0.2 million for both the three months ended September 30, 2025 and 2024.

(c)Represents changes in deferred compensation plan obligations resulting from realized and unrealized gains and losses and dividend income on deferred compensation plan assets.

The following table presents disaggregated revenue by reportable business segment and underlying source (in thousands):


	Three Months Ended September 30,
	2025		2024
Net revenue:
Supply Chain Services
Net administrative fees	$	132,402	$	132,625
Software licenses, other services and support	19,684		18,763


Total Supply Chain Services (a)	152,086		151,388
Performance Services
Software licenses, other services and support
SaaS-based products subscriptions	41,239		38,911
Consulting services	21,657		19,689
Software licenses	8,501		20,947
Other (b)	16,521		17,207
Total Performance Services (a)	87,918		96,754


Net revenue	$	240,004	$	248,142

_________________________________

(a)Includes intersegment revenue that is eliminated in consolidation. Intersegment revenue is not separately identified in Segments as the amounts are not material.

(b)Includes data license and other miscellaneous revenue from the Company’s technology and services platform as well as revenue from Contigo Health.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report. This discussion is designed to provide the reader with information that will assist in understanding our condensed consolidated financial statements, the changes in certain key items in those financial statements from quarter to quarter, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our condensed 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 the discussions under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” herein and in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Annual Report”), filed with the Securities and Exchange Commission (“SEC”), as updated in Part II, Item 1A of this Quarterly Report.

Business Overview

Our Business

Premier, Inc. (“Premier,” the “Company,” “we” or “our”) is a leading technology-driven healthcare improvement company, providing solutions to healthcare providers in the United States. Playing a critical role in the rapidly evolving healthcare industry, Premier unites providers, suppliers, and payers to make healthcare better with national scale, smarter with actionable intelligence and faster with novel technologies. Premier offers integrated data and analytics, collaboratives, supply chain solutions, consulting and other services in service of our mission to improve the health of communities. We partner with hospitals, health systems, physicians, employers, product suppliers, service providers, payers, and other healthcare providers and organizations with the common goal of improving and innovating in the clinical, financial, and operational areas of their businesses to meet the demands of a rapidly evolving healthcare industry. We deliver value through a comprehensive technology-enabled platform that offers critical supply chain services, clinical, financial, operational, and value-based care software-as-a-service (“SaaS”) as well as clinical and enterprise analytics licenses, consulting services, performance improvement collaborative programs, and procure-to-pay functionalities which include digital supply chain market insights and digital invoicing and payment automation processes for healthcare suppliers and providers. We also continue to expand our capabilities to more fully address and coordinate care improvement and standardization in the payer and life sciences markets. We also provide some of the various products and services noted above to non-healthcare businesses.

We generated net revenue, net income from continuing operations, 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):


	Three Months Ended September 30,
	2025		2024
Net revenue	$	240,004	$	248,142
Net income from continuing operations	15,287		72,940
Non-GAAP Adjusted EBITDA	54,950		62,428

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 from continuing operations to Non-GAAP Adjusted EBITDA.

Pending Acquisition by Patient Square Capital

On September 22, 2025, we announced that we entered into a definitive agreement to be acquired by an affiliate of Patient Square Capital, LP. Specifically, on September 21, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Premium Parent, LLC, a Delaware limited liability corporation (“Parent”), and Premium Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).

Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware, will be automatically converted into the right to receive $28.25 per Share in cash, without interest (the “Merger Consideration”).

The completion of the Merger is subject to the fulfillment or waiver of certain customary mutual closing conditions, including, (i) the approval of the Merger Agreement by holders of a majority of the aggregate voting power of the outstanding shares of Common Stock entitled to vote thereon, voting together as a single class, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iii) the absence of any law or order by a governmental authority enjoining or otherwise prohibiting consummation of the Merger. The obligation of each party to consummate the Merger is also conditioned upon certain unilateral closing conditions, including the other party’s representations and warranties being accurate (subject to certain customary materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. The obligation of Parent and Merger Sub to consummate the Merger is also conditioned upon there being no continuing Material Adverse Effect (as defined in the Merger Agreement). The consummation of the Merger is not subject to any financing condition.

The Merger Agreement contains termination rights for each of Parent and the Company, including, among others, (i) if the consummation of the Merger does not occur on or before March 21, 2026 (the “Outside Date”), subject to one three-month extension if on such date all of the closing conditions in the Merger Agreement have been satisfied or waived, except for those relating to regulatory approvals and those conditions that by their nature are to be satisfied at the closing but provided that such conditions are capable of being satisfied if the closing were to take place on such date, (ii) if any court or governmental authority shall have enacted, issued, promulgated or entered any final and non-appealable order that permanently enjoins or otherwise permanently prohibits the consummation of the Merger, (iii) if the approval of Premier’s stockholders is not obtained following the meeting of Premier’s stockholders for purposes of obtaining such approval, (iv) by the Company if Parent or Merger Sub (in the case of termination by the Company) or Parent if the Company (in the case of termination by Parent) breaches or fails to perform their covenants or if any of their representations or warranties are untrue, such that the conditions to closing for the terminating party fail to be satisfied (subject to a cure period) (“uncured breach”) or (v) subject to certain conditions, (a) by Parent, if Premier’s Board of Directors makes an adverse recommendation change with respect to the Merger or (b) by the Company, if (1) the Company wishes to terminate the Merger Agreement to enter into a definitive contract with respect to a Superior Proposal (as defined by the Merger Agreement) or (2) if Parent and Merger Sub fail to effect the closing on or prior to the date that is three business days after the closing would have occurred pursuant to the Merger agreement, and after the closing conditions have been satisfied (other than those conditions that by their nature are to be satisfied at the closing, but which are capable of being satisfied at the closing) and the Company stands ready, willing and able to consummate the transaction (“Parent’s Failure to Close”).

We will be required to pay a termination fee to Parent equal to $66,215,100 if the Merger Agreement is terminated in certain specified circumstances, including the termination by Parent in the event of a change of recommendation by the Board or the termination by the Company to enter into a contract with respect to a Superior Proposal.

Strategic Review

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

In October 2024, our wholly owned subsidiary, Premier Supply Chain Improvement, Inc. (“PSCI”) exchanged all of its holdings in S2S Global for approximately 9.4 million limited partnership units, or a 20% minority interest, in Prestige Ameritech, Ltd. (“Prestige”) (the “S2S Divestiture”). This minority interest ownership is in addition to our existing indirect investment in Prestige, increasing our total ownership (direct and indirect) interest in Prestige to approximately 24% in the aggregate. The transaction closed on October 1, 2024. See Note 4 - Discontinued Operations and Exit Activities to the accompanying condensed consolidated financial statements for further information.

In January 2025, our subsidiary Contigo Health sold certain assets and liabilities associated with its wrap network business for a purchase price of $15.0 million, subject to working capital and other customary adjustments, to Direct Pay AG. We continue to own and operate Contigo’s remaining businesses, including its center of excellence and third party administrative services. However, we expect that these remaining businesses will be substantially wound down by December 31, 2025.

In February 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our outstanding Class A common stock (“Common Stock”) (“Share Repurchase Authorization”). Additionally, in February 2024, under the Share Repurchase Authorization, we entered into an accelerated share repurchase agreement (the “2024 ASR Agreement”) with Bank of America, N.A. (“Bank of America”) to repurchase an aggregate of $400.0 million of shares of Common Stock, which was completed on July 11, 2024. On August 20, 2024, we announced that our Board of Directors had approved execution of another $200.0 million of Common Stock repurchases under the Share Repurchase Authorization, which were completed on January 6, 2025. In February 2025, we announced that our Board of Directors had approved two accelerated share repurchase agreements (the “2025 ASR Agreements”) with JPMorgan Chase Bank, National Association (“JPMorgan”), under the Share Repurchase Authorization, to repurchase an aggregate of $200.0 million of shares of Common Stock, which were completed on August 18, 2025. The Share Repurchase Authorization expired on June 30, 2025, and accordingly we will not make any repurchases under the authorization in addition to the $800 million of repurchases described above. See Note 11 - Stockholders' Equity to the accompanying condensed consolidated financial statements for further information.

Our Business Segments

Our business model and solutions are designed to provide our members and other customers access to scale efficiencies, provide actionable intelligence derived from anonymized data in our enterprise data warehouse, mitigate the risk of innovation, and disseminate best practices that will help our members and other customers succeed in their transformation to higher quality and more cost-effective healthcare. We deliver our integrated platform of solutions that address the areas of clinical intelligence, margin improvement, and value-based care through two business segments: Supply Chain Services and Performance Services.

Segment net revenue for the three months ended September 30, 2025 and 2024 was as follows (in thousands):


	Three Months Ended September 30,								% of Net Revenue
Net revenue:	2025		2024		Change				2025		2024
Supply Chain Services	$	152,086	$	151,388	$	698	—	%	63	%	61	%
Performance Services	87,918		96,754		(8,836)		(9)	%	37	%	39	%
Segment net revenue	$	240,004	$	248,142	$	(8,138)	(3)	%	100	%	100	%

Our Supply Chain Services segment includes one of the largest national healthcare group purchasing organization (“GPO”) programs in the United States, serving acute and continuum of care sites and providing supply chain co-management, and financial support services through our procure-to-pay functionalities which include digital supply chain market insights and digital invoicing and payables automation business.

Our Performance Services segment consists of our technology and services platform with offerings that help optimize performance in three main areas – clinical intelligence, margin improvement, and value-based care – using advanced analytics to identify improvement opportunities, consulting and managed services for clinical and operational design, and workflow solutions to hardwire sustainable change in the provider, payer, and life sciences markets.

Acquisition of IllumiCare, Inc.

On June 13, 2025, we acquired through our wholly owned subsidiary Premier Healthcare Solutions, Inc. 100% of the issued and outstanding capital stock in IllumiCare, Inc. (“IllumiCare”) for a preliminary adjusted purchase price of $46.7 million, net of cash acquired (“IllumiCare acquisition”). We paid $39.8 million with cash on hand, net of cash acquired. The acquisition agreement provides for potential additional contingent earn-out payments to the former IllumiCare owners of up to $15.0 million over a three-year period based upon achievement of certain specified post-closing business performance goals. As of September 30, 2025, the fair value of the earn-out liability was $6.9 million (see Note 6 - Fair Value Measurements), which was included in the preliminary adjusted purchase price. IllumiCare is reported as part of the Performance Services Segment. See Note 3 - Business Acquisitions to the accompanying consolidated financial statements for further information.

Market and Industry Trends and Outlook

We expect that certain trends and economic or industrywide factors will continue to affect our business, in both the short- and long-term. We have based our expectations described below on assumptions made by us and on information currently available to us. To the extent our underlying assumptions about, or interpretation of, available information prove to be incorrect, our actual results may vary materially from our expected results. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” herein and in the 2025 Annual Report.

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

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

Impact of Tariffs

The Trump Administration has recently implemented, or threatened to implement, significant new and increased tariffs on certain industries and countries. While the specifics of these tariffs are still evolving, the implementation of new or increased tariffs on medical supplies, equipment, pharmaceuticals, and other products may adversely affect our suppliers’ pricing structures or operational capabilities, leading to higher procurement costs for our members and other customers, potentially resulting in reduced purchasing power, changes in sourcing decisions, and margin pressure throughout their supply chains. We continue to monitor tariff developments and are working to continue to build resiliency within our portfolio and diversification of suppliers to mitigate the financial impact on our members and other customers.

See Item 1A “Risk Factors” in our 2025 Annual Report.

Impact of Inflation

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

We continue to evaluate the contributing factors which have led to adjustments to selling prices. We are continuously working to manage price increases as market conditions change. The impact of inflation on our aggregated product portfolio is partially mitigated by contract term price protection for a large portion of our portfolio.

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

See Item 1A “Risk Factors” in our 2025 Annual Report.

Geopolitical Tensions

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

We continue to monitor the impacts of geopolitical tensions on macroeconomic conditions and prepare for any implications they may have on member demand, our suppliers’ ability to deliver products, cybersecurity risks, and our liquidity and access to capital.

See Item 1A “Risk Factors” in our 2025 Annual Report.

Critical Accounting Policies and Estimates

Refer to Note 1 - Organization and Basis of Presentation and Note 2 - Significant Accounting Policies to the accompanying condensed consolidated financial statements for more information related to our use of estimates in the preparation of financial statements as well as information related to material changes in our significant accounting policies that were included in our 2025 Annual Report.

Goodwill

We perform goodwill impairment testing on an annual basis as well as when impairment indicators are present. On a quarterly basis, we perform a qualitative assessment to determine if an impairment is more likely than not to have occurred and evaluate whether the fair value for one or more reporting units is greater than their carrying value. In conducting the qualitative

assessment, we assess the totality of relevant events and circumstances that affect the fair value or carrying value of the reporting unit. Such events and circumstances may include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, entity-specific events and events affecting a reporting unit.

If our qualitative assessment for a reporting unit identifies indicators of impairment, we then test goodwill for impairment by performing a quantitative assessment, which includes comparing the estimated fair value of a reporting unit to its carrying value. If the estimated fair value of a reporting unit would exceed the carrying value of the net assets assigned to a reporting unit, goodwill is not considered impaired. If the carrying value of the net assets assigned to a reporting unit exceeds the estimated fair value of the reporting unit, we consider whether the associated current or long-term assets other than goodwill are impaired. If these assets are not impaired, goodwill is deemed impaired and a goodwill impairment charge is recognized for the amount by which the reporting unit’s carrying amount exceeds its estimated fair value.

The results of the fiscal year 2025 annual goodwill impairment testing indicated that our Informatics and Technology Services (“ITS”) reporting unit had a heightened risk of future impairments if any assumptions, estimates or market factors unfavorably change in the future. No triggering events were identified during the three months ended September 30, 2025 that would indicate the fair value of the ITS reporting unit was below its carrying value. As a result of the ongoing heightened risk of future impairments, we continue to closely monitor any events, circumstances or changes in this business that might imply a reduction in the estimated fair value and may lead to goodwill impairment. Refer to Note 8 - Goodwill and Intangible Assets to the accompanying condensed consolidated financial statements for further information on the impairment losses recognized in fiscal 2025.

New Accounting Standards

There were no new accounting standards adopted by the Company during the three months ended September 30, 2025.

Key Components of Our Results of Operations

Net Revenue

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

Supply Chain Services

Supply Chain Services revenue is comprised of:

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

•software licenses, and other services and support revenue which consist of supply chain co-management and fees from healthcare suppliers and providers associated with the procure-to-pay business.

The success of our Supply Chain Services revenue streams is influenced by our ability to negotiate favorable contracts with suppliers and members, the number of members that utilize our GPO supplier contracts and the volume of their purchases, the impact of changes in the defined allowable reimbursement amounts determined by Medicare, Medicaid, and other managed care plans, and the impact of competitive pricing. We believe that some of our GPO competitors may offer higher revenue share arrangements to some of their customers compared to our average arrangements. As we have renewed certain GPO member contracts, competitive pressure has resulted in increases to our average fee share paid to members, particularly as we have renewed GPO member contracts that were extended at the time of our August 2020 Restructuring. We expect the majority of these remaining member agreement renewals to be addressed in fiscal year 2026.

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, data licenses, performance improvement collaborative and other service subscriptions, and insurance services management fees and commissions from endorsed commercial insurance programs under our technology and services platform.

Our Performance Services growth will depend upon the expansion of services to new and existing members and other customers and renewal of existing subscriptions to our SaaS and licensed software products.

Cost of Revenue

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

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

Operating Expenses

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

SG&A expenses are directly associated with selling and administrative functions and support of revenue-generating activities including expenses to support and maintain our software-related products and services. SG&A expenses primarily consist of: compensation- and benefits-related costs; travel-related expenses; business development expenses, including costs for business acquisition opportunities; non-recurring strategic initiative and restructuring-related expenses; indirect costs such as insurance, professional fees, and other general overhead expenses; and amortization of certain contract costs. Amortization of contract costs represent amounts, including sales commissions, that have been capitalized and reflect the incremental costs of obtaining and fulfilling a contract. SG&A expenses can also include impairment of assets which includes goodwill impairment charges recognized when the reporting unit’s carrying amount exceeds its fair value and impairment losses on intangibles and other long-lived assets when the carrying value of the asset subject to amortization may not be recoverable from the estimated cash flows expected to result from its use and eventual disposition (see Note 6 - Fair Value Measurements and Note 8 - Goodwill and Intangible Assets to the accompanying condensed consolidated financial statements for further information).

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

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

Other (Expense) Income, Net

Other (expense) 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 (expense) income, net may also include, but is not limited to, realized and unrealized gains or losses on deferred compensation plan assets, gains or losses on the disposal of assets, dividend income, and other non-operating gains or losses.

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

•Our equity method investments primarily consist of our interests in Exela Holdings, Inc. (“Exela”) and Prestige (see Note 5 - Investments to the accompanying condensed consolidated financial statements for further information).

•Other non-operating gains and losses for the three months ended September 30, 2025 is largely comprised of realized and unrealized gains or losses on deferred compensation plan assets. Other non-operating gains and losses for the three months ended September 30, 2024 was largely comprised of the $57.0 million in cash received in July of the prior year as the result of the settlement of a shareholder derivative complaint.

Income Tax Expense

See Note 14 - Income Taxes to the accompanying condensed consolidated financial statements for discussion of income tax expense.

Loss from Discontinued Operations, Net of Tax

Loss from discontinued operations, net of tax represents the net loss associated with the sale of certain assets and wind down and exit of the direct sourcing business. See Note 4 - Discontinued Operations and Exit Activities to the accompanying condensed consolidated financial statements for further information.

Net Income/Loss Attributable to Non-Controlling Interest

We recognize net income/loss attributable to non-controlling interest for non-Premier ownership in our consolidated subsidiaries which hold interest in our equity method investments (see Note 5 - Investments to the accompanying condensed consolidated financial statements for further information). At September 30, 2025, we recognized net income attributable to non-controlling interests held by member health systems or their affiliates in the consolidated subsidiaries holding our equity method investments, including but not limited to the 74% and 85% interest held in 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 September 30, 2025, we owned 94% of the equity interest in Contigo Health and recognized net loss attributable to non-controlling interest for the 6% of equity previously issued to certain customers of Contigo Health.

Our Use of Non-GAAP Financial Measures

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

We define EBITDA as net income before income or loss from discontinued operations, net of tax, interest and investment income or expense, net, income tax expense, depreciation and amortization, and amortization of purchased intangible assets. We define Adjusted EBITDA as EBITDA before merger and acquisition-related expenses and non-recurring, non-cash, or non-operating items. For all Non-GAAP financial measures, we consider non-recurring items to be income or expenses and other items that have not been earned or incurred within the prior two years and are not expected to recur within the next two years. Non-recurring items include certain strategic initiative and restructuring-related expenses. Non-cash items include share-based compensation expense and asset impairments. Non-operating items include gains or losses on the disposal of assets, interest and investment income or expense, equity in income of unconsolidated affiliates, and operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts, less royalty fees retained.

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

We define Adjusted Net Income as net income attributable to Premier (i) excluding income or loss from discontinued operations, net, (ii) excluding income tax expense, (iii) excluding the effect of non-recurring or non-cash items, (iv) reflecting an adjustment for income tax expense on Non-GAAP adjusted net income before income taxes at our estimated annual effective income tax rate, adjusted for unusual or infrequent items, (v) excluding the equity in net income of unconsolidated affiliates, and (vi) excluding operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts, less royalty fees retained, imputed interest expense, and associated income tax expense. Non-recurring items include certain strategic initiative and restructuring-related expenses. Non-cash items include share-based compensation expense and asset impairments. We define Adjusted Earnings Per Share as Adjusted Net Income divided by diluted weighted average shares (see Note 12 - Earnings Per Share to the accompanying condensed consolidated financial statements for further information).

We define Free Cash Flow as net cash provided by operating activities from continuing operations less (i) early termination payments to certain former limited partners that elected to execute a Unit Exchange and Tax Receivable Acceleration Agreement (“Unit Exchange Agreement”) in connection with our August 2020 Restructuring, (ii) purchases of property and equipment, and (iii) cash payments to OMNIA for the sale of future revenues and tax payments on proceeds received from the

sale of future revenues. Free Cash Flow does not represent discretionary cash available for spending as it excludes certain contractual obligations such as debt repayments.

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

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

Some of the limitations of the EBITDA, Adjusted EBITDA, and Segment Adjusted EBITDA measures include that they do not reflect: our capital expenditures or our future requirements for capital expenditures or contractual commitments; changes in, or cash requirements for, our working capital needs; the interest expense or the cash requirements to service interest or principal payments under our Credit Facility; income tax payments we are required to make; and any cash requirements for replacements of assets being depreciated or amortized. In addition, EBITDA, Adjusted EBITDA, Segment Adjusted EBITDA, and Free Cash Flow are not measures of liquidity under GAAP, or otherwise, and are not alternatives to cash flows from operating activities.

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

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

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

Income tax expense on adjusted income

Adjusted Net Income, a Non-GAAP financial measure as defined above in “Our Use of Non-GAAP Financial Measures,” is calculated net of taxes based on our estimated annual effective tax rate for federal and state income tax excluding goodwill impairments and adjusted for unusual or infrequent items, as we are a consolidated group for tax purposes with all of our subsidiaries’ activities included. The tax rate used to compute the Adjusted Net Income was 25% for both the three months ended September 30, 2025 and 2024.

Stock-based compensation

In addition to non-cash employee stock-based compensation expense, this item includes non-cash stock purchase plan expense of $0.2 million for both the three months ended September 30, 2025 and 2024 (see Note 13 - Stock-Based Compensation to the accompanying condensed consolidated financial statements for further information).

Acquisition- and disposition-related expenses

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

Strategic initiative and restructuring-related expenses

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

Operating income from revenues sold to OMNIA

Operating income from revenues sold to OMNIA represents the operating income from revenues sold to OMNIA in connection with the sale of non-healthcare GPO member contracts to OMNIA, less royalty fees retained.

Impairment of assets

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

Other reconciling items

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

Results of Operations

Results of operations for all periods presented have been retrospectively adjusted to reflect continuing operations unless otherwise indicated.

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


	Three Months Ended September 30,
	2025			2024
	Amount		% of Net Revenue	Amount		% of Net Revenue
Net revenue:
Net administrative fees	$	132,402	55%	$	132,625	53%
Software licenses, other services and support	107,602		45%	115,517		47%


Net revenue	240,004		100%	248,142		100%
Cost of revenue:
Services and software licenses	69,407		29%	67,724		27%

Cost of revenue	69,407		29%	67,724		27%
Gross profit	170,597		71%	180,418		73%
Operating expenses	145,713		61%	145,103		58%
Operating income	24,884		10%	35,315		14%
Other (expense) income, net	(7,900)		(3)%	60,336		24%
Income before income taxes	16,984		7%	95,651		39%
Income tax expense	1,697		1%	22,711		9%
Net income from continuing operations	15,287		6%	72,940		29%
Net loss from discontinued operations, net of tax	—		—%	(1,604)		(1)%
Net income	15,287		6%	71,336		29%
Net loss (income) attributable to non-controlling interest	2,292		1%	(552)		—%
Net income attributable to stockholders	$	17,579	7%	$	70,784	29%

Earnings per share attributable to stockholders:
Basic earnings per share from continuing operations	$	0.21		$	0.72
Basic loss per share from discontinued operations	—			(0.01)
Basic earnings per share attributable to stockholders	$	0.21		$	0.71

Diluted earnings per share from continuing operations	$	0.21		$	0.72
Diluted loss per share from discontinued operations	—			(0.02)
Diluted earnings per share attributable to stockholders	$	0.21		$	0.70

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, Non-GAAP Adjusted Net Income, and Non-GAAP Adjusted Earnings Per Share.

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


	Three Months Ended September 30,
	2025			2024
Certain Non-GAAP Financial Data:	Amount		% of Net Revenue	Amount		% of Net Revenue
Adjusted EBITDA	$	54,950	23%	$	62,428	25%
Non-GAAP Adjusted Net Income	25,057		10%	34,739		14%
Non-GAAP Adjusted Earnings Per Share	0.30		nm	0.34		nm

nm = Not meaningful

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


	Three Months Ended September 30,
	2025		2024
Net income from continuing operations	$	15,287	$	72,940
Interest expense, net	5,622		1,756
Income tax expense	1,697		22,711
Depreciation and amortization	20,098		19,651
Amortization of purchased intangible assets	10,379		9,637
EBITDA	53,083		126,695
Stock-based compensation	8,363		7,140
Acquisition- and disposition-related expenses	(384)		2,884
Strategic initiative and restructuring-related expenses	280		110
Operating income from revenues sold to OMNIA	(13,953)		(15,710)
Equity in net loss (income) of unconsolidated affiliates	3,358		(1,833)
Other non-operating gains	—		(57,244)
Impairment of assets	1,758		—

Other reconciling items, net (a)	2,445		386
Total Adjusted EBITDA	$	54,950	$	62,428

Income before income taxes	$	16,984	$	95,651
Equity in net loss (income) of unconsolidated affiliates	3,358		(1,833)
Interest expense, net	5,622		1,756
Other income, net	(1,080)		(60,259)
Operating income	24,884		35,315
Depreciation and amortization	20,098		19,651
Amortization of purchased intangible assets	10,379		9,637
Stock-based compensation	8,363		7,140
Acquisition- and disposition-related expenses	(384)		2,884
Strategic initiative and restructuring-related expenses	280		110
Operating income from revenues sold to OMNIA	(13,953)		(15,710)
Deferred compensation plan expense	1,726		2,692
Impairment of assets	1,758		—
Other reconciling items, net (b)	1,799		709
Total Adjusted EBITDA	$	54,950	$	62,428


	Three Months Ended September 30,
	2025		2024
Adjusted EBITDA:
Supply Chain Services	$	76,174	$	77,511
Performance Services	10,622		14,949
Segment Adjusted EBITDA	86,796		92,460
Corporate	(31,846)		(30,032)
Total Adjusted EBITDA	$	54,950	$	62,428

_________________________________

(a)Other reconciling items, net is primarily attributable to dividend income, certain legal expenses, and loss on disposal of long-lived assets.

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

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 periods presented (in thousands):


	Three Months Ended September 30,
	2025		2024
Net income attributable to stockholders	$	17,579	$	70,784
Net loss from discontinued operations, net of tax	—		1,604
Income tax expense	1,697		22,711
Amortization of purchased intangible assets	10,379		9,637
Stock-based compensation	8,363		7,140
Acquisition- and disposition-related expenses	(384)		2,884
Strategic initiative and restructuring-related expenses	280		110
Operating income from revenues sold to OMNIA	(13,953)		(15,710)
Equity in net loss (income) of unconsolidated affiliates	3,358		(1,833)
Other non-operating gains	—		(57,244)
Impairment of assets	1,758		—

Other reconciling items, net (a)	4,333		6,236
Non-GAAP adjusted income before income taxes	33,410		46,319
Income tax expense on adjusted income before income taxes (b)	8,353		11,580
Non-GAAP Adjusted Net Income	$	25,057	$	34,739

Reconciliation of denominator for earnings per share attributable to stockholders to Non-GAAP Adjusted Earnings Per Share
Weighted average:
Basic weighted average shares outstanding	82,548		100,380
Dilutive securities	1,058		611
Weighted average shares outstanding - diluted	83,606		100,991

_________________________________

(a)Other reconciling items, net is primarily attributable to dividend income, loss on disposal of long-lived assets, imputed interest on non-interest bearing debt, certain legal expenses, and the impact from non-controlling interest on adjustments to net income attributable to stockholders.

(b)Reflects income tax expense at an estimated effective income tax rate of 25% of Non-GAAP adjusted net income before income taxes for both the three months ended September 30, 2025 and 2024.

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


	Three Months Ended September 30,
	2025		2024
Basic earnings per share attributable to stockholders	$	0.21	$	0.71
Net loss from discontinued operations, net of tax	—		0.02
Income tax expense	0.02		0.23
Amortization of purchased intangible assets	0.13		0.10
Stock-based compensation	0.10		0.07
Acquisition- and disposition-related expenses	—		0.03

Operating income from revenues sold to OMNIA	(0.17)		(0.16)
Equity in net loss (income) of unconsolidated affiliates	0.04		(0.02)
Other non-operating gains	—		(0.57)
Impairment of assets	0.02		—
Other reconciling items, net (a)	0.05		0.05
Impact of corporation taxes (b)	(0.10)		(0.12)

Non-GAAP Adjusted Earnings Per Share	$	0.30	$	0.34

_________________________________

(b)Reflects income tax expense at an estimated effective income tax rate of 25% of Non-GAAP adjusted net income before income taxes for both the three months ended September 30, 2025 and 2024.

Consolidated Results - Comparison of the Three Months Ended September 30, 2025 to 2024

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

Net Revenue

Net revenue decreased by $8.1 million, or 3%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was due to a decrease of $8.8 million, or 9%, in Performance Services, partially offset by an increase of $0.7 million in Supply Chain Services.

Cost of Revenue

Cost of revenue increased by $1.7 million, or 2%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase was due to an increase of $3.7 million in Supply Chain Services, partially offset by a decrease of $2.0 million in Performance Services.

Operating Expenses

Operating expenses were flat during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Other (Expense) Income, Net

Other (expense) income, net decreased by $68.2 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to a prior year non-operating gain of $57.0 million from the settlement of a shareholder derivative complaint, a decrease in income of $5.2 million in equity in net income of unconsolidated affiliates, and an increase of $3.9 million of interest expense, net.

Income Tax Expense

Income tax expense on continuing operations was $1.7 million and $22.7 million for the three months ended September 30, 2025 and 2024, respectively. This reflects effective tax rates of 10% and 24% for the three months ended September 30, 2025 and 2024, respectively. The change in the effective tax rate is primarily attributable to changes in stock-based compensation expense, state law repricing, and statute of limitation release on uncertain tax positions.

Net Loss/Income from Discontinued Operations, Net of Tax

Net loss/income from discontinued operations, net of tax was $1.6 million for the three months ended September 30, 2024. As of September 30, 2025, we had completed the exit from the S2S Global business and had no income or loss from discontinued operations for the three months ended September 30, 2025. See Note 4 - Discontinued Operations and Exit Activities to the accompanying condensed consolidated financial statements for further information.

Net Income/Loss Attributable to Non-Controlling Interest

Net loss attributable to non-controlling interest was $2.3 million during the three months ended September 30, 2025 compared to net income attributable to non-controlling interest of $0.6 million during the three months ended September 30, 2024. The decrease of $2.8 million was primarily due to our consolidated subsidiaries with non-controlling interests incurring net losses in the current year period.

Adjusted EBITDA

Adjusted EBITDA decreased by $7.5 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, driven by decreases of $4.3 million and $1.3 million in Performance Services Adjusted EBITDA and Supply Chain Services Adjusted EBITDA, respectively, and an increase of $1.8 million in corporate expenses.

Segment Results

Supply Chain Services

The following table presents our results of operations and Segment Adjusted EBITDA in the Supply Chain Services segment for the periods presented (in thousands):


	Three Months Ended September 30,
	2025		2024		Change
Net revenue:
Net administrative fees	$	132,402	$	132,625	$	(223)	—%
Software licenses, other services and support	19,684		18,763		921		5%


Net revenue	152,086		151,388		698		—%
Cost of revenue:
Services and software licenses	19,589		15,932		3,657		23%

Cost of revenue	19,589		15,932		3,657		23%
Gross profit	132,497		135,456		(2,959)		(2)%
Operating expenses:
Selling, general, and administrative	50,501		50,813		(312)		(1)%
Research and development	194		156		38		24%
Amortization of purchased intangible assets	8,663		8,697		(34)		—%
Operating expenses	59,358		59,666		(308)		(1)%
Operating income	73,139		75,790		(2,651)		(3)%
Depreciation and amortization	8,410		6,880
Amortization of purchased intangible assets	8,663		8,697
Acquisition- and disposition-related expenses	(973)		1,859
Operating income from revenues sold to OMNIA	(13,953)		(15,710)

Other reconciling items, net	888		(5)
Segment Adjusted EBITDA	$	76,174	$	77,511	$	(1,337)	(2)%

Comparison of the Three Months Ended September 30, 2025 to 2024

Net Revenue

Supply Chain Services segment net revenue was flat for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Net Administrative Fees

Net administrative fees was flat for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Software Licenses, Other Services, and Support Revenue

Software licenses, other services, and support revenue was flat for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Cost of Revenue

Supply Chain Services segment cost of revenue increased by $3.7 million, or 23%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily attributable to increases in personnel costs associated with increased headcount in support of new engagements within our supply chain co-management business and depreciation expense.

Operating Expenses

Supply Chain Services segment operating expenses were flat during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Segment Adjusted EBITDA

Supply Chain Services Segment Adjusted EBITDA decreased by $1.3 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily due to the aforementioned increase in cost of revenue due to the increase in personnel costs.

Performance Services

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


	Three Months Ended September 30,
	2025		2024		Change
Net revenue:
Software licenses, other services and support
SaaS-based products subscriptions	$	41,239	$	38,911	$	2,328	6%
Consulting services	21,657		19,689		1,968		10%
Software licenses	8,501		20,947		(12,446)		(59)%
Other	16,521		17,207		(686)		(4)%
Net revenue	87,918		96,754		(8,836)		(9)%
Cost of revenue:
Services and software licenses	49,818		51,792		(1,974)		(4)%
Cost of revenue	49,818		51,792		(1,974)		(4)%
Gross profit	38,100		44,962		(6,862)		(15)%
Operating expenses:
Selling, general, and administrative	38,359		41,891		(3,532)		(8)%
Research and development	289		430		(141)		(33)%
Amortization of purchased intangible assets	1,716		940		776		83%
Operating expenses	40,364		43,261		(2,897)		(7)%
Operating (loss) income	(2,264)		1,701		(3,965)		(233)%
Depreciation and amortization	10,355		11,283
Amortization of purchased intangible assets	1,716		940
Acquisition- and disposition-related expenses	589		1,025
Impairment of assets	226		—

Segment Adjusted EBITDA	$	10,622	$	14,949	$	(4,327)	(29)%

Comparison of the Three Months Ended September 30, 2025 to 2024

Net Revenue

Net revenue in our Performance Services segment decreased by $8.8 million, or 9%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily attributable to a decrease of $12.4 million in enterprise analytics license revenue primarily due to fewer agreements signed and executed in the current year period compared to the prior year period, partially offset by increases of $2.3 million in SaaS-based products subscriptions revenue primarily due to the inclusion of revenue related to IllumiCare in the current year period and $2.0 million in consulting services primarily due to new agreements for advisory services.

Cost of Revenue

Performance Services segment cost of revenue decreased by $2.0 million, or 4%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily due to decreases in depreciation for assets related to cost of revenue and Contigo expenses.

Operating Expenses

Performance Services segment operating expenses decreased by $2.9 million, or 7%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily driven by a decrease of $3.5 million in SG&A expenses primarily due to certain employee-related expenses, partially offset by an increase of $0.8 million in amortization of purchased intangible assets due to the amortization of assets related to the IllumiCare acquisition.

Segment Adjusted EBITDA

Performance Services Segment Adjusted EBITDA decreased by $4.3 million, or 29%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as a result of the aforementioned decrease in net revenue, partially offset by the aforementioned decreases in cost of revenue and operating expenses.

Corporate

The following table presents corporate expenses and Adjusted EBITDA for the periods presented (in thousands):


	Three Months Ended September 30,
	2025		2024		Change
Operating expenses:
Selling, general, and administrative	$	45,991	$	42,176	$	3,815	9%
Operating expenses	45,991		42,176		3,815		9%
Operating loss	(45,991)		(42,176)		(3,815)		9%
Depreciation and amortization	1,333		1,488
Stock-based compensation	8,363		7,140
Strategic initiative and restructuring-related expenses	280		110
Deferred compensation plan expense	1,726		2,692
Impairment of assets	1,532		—
Other reconciling items, net	911		714
Adjusted EBITDA	$	(31,846)	$	(30,032)	$	(1,814)	(6)%

Comparison of the Three Months Ended September 30, 2025 to 2024

Operating Expenses

Corporate operating expenses increased by $3.8 million, or 9%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase was primarily driven by an impairment of $1.5 million to the former corporate headquarters lease, and increases in rent expense, certain employee-related expenses, and stock-based compensation expense.

Adjusted EBITDA

Corporate adjusted EBITDA decreased by $1.8 million, or 6%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was primarily due to the aforementioned increases in rent expense and certain employee-related expenses.

Off-Balance Sheet Arrangements

As of September 30, 2025, 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 condensed consolidated financial statements) as a source of liquidity to fund acquisitions and related business investments as well as general corporate activities. Our primary cash requirements include operating expenses, working capital fluctuations, revenue share obligations, tax payments, capital expenditures, dividend payments on our Common Stock, if and when declared, repurchases of our 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 September 30, 2025 and June 30, 2025, we had cash and cash equivalents of $43.4 million and $83.7 million, respectively.

Credit Facility

At September 30, 2025 and June 30, 2025, we had $280.0 million in outstanding borrowings under our Credit Facility. During the three months ended September 30, 2025, we borrowed $120.0 million which was used for general corporate purposes, and repaid $120.0 million of borrowings under our 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, dividend payments on our Common Stock, if and when declared, repurchases of our Common Stock pursuant to stock repurchase programs in place from time to time, and to fund business acquisitions. Our capital requirements depend on numerous factors, including funding requirements for our product and service development and commercialization efforts, our information technology requirements, and the amount of cash generated by our operations. We believe that we have adequate capital resources at our disposal to fund currently anticipated capital expenditures, business growth and expansion, and current and projected debt service requirements. However, strategic growth initiatives will likely require the use of one or a combination of various forms of capital resources including available cash on hand, cash generated from operations, borrowings under our Credit Facility and other long-term debt, and, potentially, proceeds from the issuance of additional equity or debt securities.

At September 30, 2025, we had a net working capital deficit of $322.8 million. The net working capital deficit is primarily due to the outstanding borrowings on the Credit Facility to fund the prior year stock repurchases under the $1.0 billion Share Repurchase Authorization. While the Credit Facility is held within current liabilities on the Condensed Consolidated Balance Sheets, we have the ability to renew and extend the term of the borrowings.

Cash Dividends

In September 2025, we paid a cash dividend of $0.21 per share on outstanding shares of our Common Stock.

Sale of Non-Healthcare GPO Member Contracts

On July 25, 2023, we sold substantially all of our non-healthcare GPO member contracts pursuant to an equity purchase agreement with OMNIA for a purchase price of $723.8 million. See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying condensed consolidated financial statements for further information.

Discussion of Cash Flows for the Three Months Ended September 30, 2025 and 2024

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


	Three Months Ended September 30,
	2025		2024
Net cash provided by (used in):
Operating activities from continuing operations	$	15,930	$	80,043
Investing activities	(19,504)		(17,718)
Financing activities	(36,674)		(88,140)
Operating activities from discontinued operations	(72)		(12,396)
Effect of exchange rate changes on cash flows	(25)		21
Net decrease in cash and cash equivalents	$	(40,345)	$	(38,190)

Net cash provided by operating activities from continuing operations decreased by $64.1 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease in net cash provided by operating activities from continuing operations was driven by a decrease of $24.9 million in cash receipts due to lower collections during the period as well as an increase in cash of $57.0 million received in the prior year period from the settlement of a shareholder derivative complaint. These decreases to cash were partially offset by lower cash paid for operating expenses of $14.7 million primarily as a result of a decrease in performance-related compensation related to the prior fiscal year performance.

Net cash used in investing activities increased by $1.8 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 driven by an increase in purchases of property and equipment.

Net cash used in financing activities decreased by $51.5 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease in net cash used in financing activities was primarily driven by Common Stock repurchases in the prior year of $56.4 million, completion of the early termination payments to certain former

limited partners in connection with our August 2020 Restructuring which resulted in a decrease in cash paid of $26.2 million, and a decrease of $10.5 million in payments on the liability related to the sale of future revenues. These changes were offset by final cash payment of $42.3 million received from OMNIA in the prior year from the sale of revenues (see Note 10 - Liability Related to the Sale of Future Revenues to the accompanying condensed consolidated financial statements for further information).

Net cash used in operating activities attributable to discontinued operations decreased by $12.3 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as we had completed the exit from the S2S Global business as of September 30, 2025.

Discussion of Non-GAAP Free Cash Flow for the Three Months Ended September 30, 2025 and 2024

We define Non-GAAP Free Cash Flow as net cash provided by operating activities from continuing operations less (i) early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement in connection with our August 2020 Restructuring, (ii) purchases of property and equipment, and (iii) cash payments to OMNIA for the sale of future revenues and tax payments on proceeds received from the sale of future revenues. Non-GAAP Free Cash Flow does not 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 from continuing operations for the periods presented is as follows (in thousands):


	Three Months Ended September 30,
	2025		2024
Net cash provided by operating activities from continuing operations	$	15,930	$	80,043
Early termination payments to certain former limited partners that elected to execute a Unit Exchange Agreement (a)	—		(25,206)
Purchases of property and equipment	(19,504)		(17,718)
Cash payments to OMNIA for the sale of future revenues (b)	(10,448)		(20,949)

Non-GAAP Free Cash Flow	$	(14,022)	$	16,170

_________________________________

(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 Condensed Consolidated Statements of Cash Flows under “Payments made on notes payable.” As of June 30, 2025, we had fully paid the notes payables to former limited partners. During the three months ended September 30, 2024, we paid $25.7 million to members including imputed interest of $0.5 million which is included in net cash provided by operating activities from continuing operations.

(b)Cash payments to OMNIA for the sale of future revenues in connection with our sale of non-healthcare contracts to OMNIA are presented in our Condensed Consolidated Statements of Cash Flows under “Payments on liability related to the sale of future revenues.” During the three months ended September 30, 2025, we paid $14.5 million to OMNIA including imputed interest of $4.1 million which is included in net cash provided by operating activities from continuing operations. During the three months ended September 30, 2024, we paid $25.3 million to OMNIA including imputed interest of $4.4 million which is included in net cash provided by operating activities from continuing operations. See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying condensed financial statements for further information.

Non-GAAP Free Cash Flow decreased by $30.2 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to the aforementioned decrease in net cash provided by operating activities from continuing operations, partially offset by completion of the early termination payments to certain former limited partners and a decrease in cash payments to OMNIA for the sale of future revenues.

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

Contractual Obligations

Credit Facility

Outstanding borrowings under the Credit Facility (as defined in Note 9 - Debt and Notes Payable to the accompanying condensed consolidated financial statements) bear interest on a variable rate structure. At September 30, 2025, the weighted average interest rate on outstanding borrowings under the Credit Facility was 5.517%, and the commitment fee for unused capacity was 0.125%. We were in compliance with all covenants at September 30, 2025.

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 September 30, 2025, we had $280.0

million of outstanding borrowings under the Credit Facility with $715.0 million of available borrowing capacity after reductions for outstanding letters of credit.

The above summary does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the complete text of the Credit Facility, which is filed as Exhibit 10.34 to the 2025 Annual Report. See also Note 9 - Debt and Notes Payable to the accompanying condensed consolidated financial statements.

Sale of Non-Healthcare GPO Member Contracts

At September 30, 2025, we had non-recourse commitments of $630.0 million for the sale of future revenues due to OMNIA in connection to the sale of non-healthcare GPO member contracts. The liability will be paid, with an effective annual interest rate of 2.5%, in monthly payments from net administrative fees received in connection with the sold contracts. These payments commenced during the first quarter of fiscal year 2024 for a period of at least 10 years. See Note 10 - Liability Related to the Sale of Future Revenues to the accompanying condensed consolidated financial statements for further information.

Cash Dividends

In September 2025, we paid a cash dividend of $0.21 per share on outstanding shares of our Common Stock.

Fiscal Year 2026 Developments

Impact of Tariffs

See Item 1A “Risk Factors” in our 2025 Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposure to market risk relates primarily to the increase or decrease in the amount of any interest expense we must pay with respect to outstanding variable-rate debt instruments. At September 30, 2025, we had $280.0 million of outstanding borrowings under our Credit Facility. Based on the weighted average interest rate charged on outstanding borrowings under our Credit Facility at September 30, 2025, a one-percent change in the weighted average interest rate charged on outstanding borrowings would increase or decrease interest expense over the next twelve months by $2.8 million.

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

Foreign Currency Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (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 September 30, 2025, the end of the period covered by this Quarterly Report, we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.

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) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

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

Additional information relating to our legal proceedings is included in Note 15 - Commitments and Contingencies to the accompanying condensed consolidated financial statements, which is incorporated herein by reference.

Item 1A. Risk Factors

There have not been any changes to the risk factors disclosed in Item 1A “Risk Factors” in the 2025 Annual Report since the publication of that report on August 19, 2025, except for the following additional risk factors relating to the proposed transaction pursuant to which we would be acquired (the “Merger”) by an affiliate of Patient Square Capital, LP (“Patient Square”).

The proposed Merger is subject to approval of our stockholders as well as the satisfaction of other closing conditions, some or all of which may not be satisfied or completed within the expected timeframe, if at all.

We have entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with affiliates of Patient Square pursuant to which the Merger would be completed. Completion of the Merger is subject to a number of closing conditions, including the approval of the Merger Agreement by our stockholders representing a majority of the aggregate voting power of the outstanding share of our Common Stock entitled to vote thereon, the expiration or termination of the waiting periods (and any extensions thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and other customary conditions for a transaction of this type, such as the absence of any law or order by a governmental authority enjoining or otherwise prohibiting consummation of the Merger and the absence of any continuing Material Adverse Effect (as defined in the Merger Agreement). We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger. Some of the conditions to completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if applicable). In addition, certain regulatory agencies from which the approvals and clearances will be sought have broad discretion in administering the governing regulations. As a condition to their clearance of the Merger, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the parties’ business. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the Merger. Any adverse consequence of the pending Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger, including, with respect to us, covenants to conduct our business in the ordinary course of business and to refrain from taking certain types of actions without the consent of Patient Square. In addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, in connection with a change in the recommendation of our Board of Directors to enter into an agreement for a “Superior Proposal” (as defined in the Merger Agreement). As a result, we cannot assure you that the Merger will be completed, even if our stockholders approve the Merger, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected timeframe.

We may not complete the proposed Merger within the timeframe we anticipate or at all, which could have an adverse effect on our business, financial results, operations and/or stock price.

The proposed Merger may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which may be beyond our control. If the Merger is not completed for any reason, including as a result of our stockholders failing to approve the Merger Agreement, our stockholders will not receive any payment for their shares of our Common Stock in connection with the Merger. Instead, we will remain a public company, our Common Stock will continue to be listed and traded on Nasdaq and registered under the Securities Exchange Act of 1934, as amended, and we will be required to continue to file periodic reports with the SEC. Moreover, our ongoing business is subject to a number of risks and may be materially adversely affected as a result of the announcement and pendency of the Merger, as well as any delay in the expected timeframe, including the following:

•we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock, and it is uncertain when, if ever, the price of the shares would return to the prices at which the shares currently trade;

•we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees, members, customers, partners, suppliers and others with whom we do business;

•we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisory, printing and other professional services fees, which may relate to activities that we would not have undertaken other than in connection with the Merger;

•we may be required to pay a cash termination fee to Patient Square under certain circumstances;

•while the Merger Agreement is in effect, we are subject to restrictions on our business activities, including, among other things, restrictions on our ability to engage in certain kinds of transactions, which could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may as a result materially adversely affect our business, results of operations and financial condition;

•matters relating to the Merger require substantial commitments of time and resources by our management, which could result in the distraction of management from ongoing business operations and pursuing other opportunities that could have been beneficial to us;

•we may commit significant time and resources to defending against litigation related to the Merger; and

•we may need to forgo certain business opportunities or strategic transactions that we might otherwise pursue absent the pending Merger.

If the Merger is not consummated, the risks described above may materialize, and they may have a material adverse effect on our business operations, financial results and stock price, particularly to the extent that the current market price of our Common Stock reflects an assumption that the Merger will be completed. Such a decline in our stock price could also make it difficult to find a party willing to offer equivalent or more attractive consideration than Patient Square in the Merger.

We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to retain and recruit employees and maintain relationships with members, customers and other third-party business partners.

Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operation and our business. Uncertainty as to whether the Merger will be completed and regarding post-closing operation and management of our business may affect our ability to retain and motivate existing employees or recruit prospective employees. Employee retention and recruitment may be particularly challenging while the Merger is pending because employees or prospective employees may experience uncertainty about their roles or compensation and benefits following the Merger. As mentioned above, a substantial amount of our management’s and employees’ attention is being directed toward the completion of the Merger and thus is being diverted from our day-to-day operations. Uncertainty as to our future could adversely affect our business and our relationship with members and customers and potential members and customers. For example, members, customers, suppliers and other third parties may defer decisions concerning working with us, or seek to change existing business relationships with us. Changes to or termination of existing business relationships could adversely affect our revenue, earnings and financial condition, as well as the market price of our Common Stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing acquisition proposal being at a lower price than it might otherwise be.

The Merger Agreement contains provisions that, subject to limited exceptions, restrict the Company’s ability to solicit or negotiate any alternative acquisition proposal. With respect to any written, bona fide acquisition proposal that the Company receives, Patient Square generally has an opportunity to offer to modify the terms of the Merger Agreement in response to such proposal before the Company’s Board of Directors may withdraw or modify its recommendation to stockholders in response to such acquisition proposal or terminate the Merger Agreement to enter into a definitive agreement with respect to such acquisition proposal. Under the terms of the Merger Agreement, we may be required to pay a termination fee of $66,215,100 to Patient Square under certain circumstances. These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the Company’s business from considering or making a competing acquisition proposal, even if the potential competing acquirer was prepared to pay consideration with a higher per share cash value than the per share value proposed to be received or realized in the Merger, or might cause a potential competing acquirer to propose to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee and expense reimbursement that may become payable in certain circumstances under the Merger Agreement.

If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Patient Square. These costs could require us to use available cash that would have otherwise been available for other uses.

If the Merger is not completed, in certain circumstances, we could be required to pay a termination fee of up to $66,215,100 to Patient Square. If the Merger Agreement is terminated under such circumstances, the termination fee we may be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes or other uses. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business, results of operations or financial condition, which in turn would materially and adversely affect the price of our Common Stock.

We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.

We have incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services and other transaction costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger.

Litigation challenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe or at all.

Lawsuits may be filed against us, our Board of Directors or other parties to the Merger Agreement, challenging our acquisition by Patient Square or making other claims in connection therewith. Such lawsuits may be brought by our purported stockholders and may seek, among other things, to enjoin consummation of the Merger. One of the conditions to the consummation of the Merger is that no court or other governmental authority has enacted, issued, promulgated, enforced or entered any law or order that is in effect that enjoins or otherwise prohibits consummation of the Merger. As such, if the plaintiffs in such potential lawsuits are successful in obtaining an injunction prohibiting the defendants from completing the Merger on the agreed upon terms, then such injunction may prevent the Merger from becoming effective, or from becoming effective within the expected timeframe.

If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company.

The Merger Agreement provides for the stockholders of record of the Company’s Common Stock to receive cash consideration of $28.25 per share of Company Common Stock, without interest, upon the closing of the Merger. If the Merger is consummated, our stockholders will no longer hold interests in the Company and, therefore, will not be entitled to benefit from any potential future appreciation in the value of the Company. In the absence of the Merger, we could have various opportunities to enhance the Company’s value, including, but not limited to, entering into a transaction that values the shares of our Common Stock higher than the value provided for in the Merger Agreement. Therefore, if the Merger is consummated, stockholders will forgo future appreciation, if any, in the value of the Company and the opportunity to participate in any other potential transactions that may have resulted in a higher price per share than the price to be paid in the Merger.

If the Merger is not consummated on or before March 21, 2026 (as may be extended), either the Company or Patient Square may terminate the Merger Agreement.

Either the Company or Patient Square may terminate the Merger Agreement if the Merger has not been consummated by March 21, 2026, as such date may be automatically extended pursuant to the terms of the Merger Agreement. This termination right, however, will not be available to a party if that party failed to fulfill its obligations under the Merger Agreement and that failure was the primary cause of, or has primarily resulted in, the failure to consummate the Merger on time. In the event the Merger Agreement is terminated by either party due to the failure of the Merger to close by March 21, 2026 (as may be extended), we will have incurred significant costs and will have diverted significant management focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Merger.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities

In February 2024, we announced that our Board of Directors had approved a share repurchase authorization for up to $1.0 billion of our Common Stock (the “Share Repurchase Authorization”) and we had entered into a $400.0 million accelerated share repurchase agreement (the “2024 ASR Agreement”) with Bank of America, N.A. pursuant to the Share Repurchase Authorization. Final settlement of the accelerated share repurchase transaction under the 2024 ASR Agreement was completed in July 2024.

In August 2024, we announced that our Board of Directors had approved the execution of $200.0 million of Common Stock repurchases under the Share Repurchase Authorization (the “Market Repurchases”). We completed the $200.0 million of Market Repurchases on January 6, 2025.

On February 18, 2025, we announced that our Board of Directors had approved two accelerated share repurchase agreements (the “2025 ASR Agreements”) with JPMorgan Chase Bank, National Association (“JPMorgan”) pursuant to the Share Repurchase Authorization for an aggregate repurchase of $200.0 million of our Common Stock.

The following table summarizes information relating to repurchases of our Common Stock during the quarter ended September 30, 2025, all of which represent final settlement of the 2025 ASR Agreements under the Share Repurchase Authorization. Share price information below is presented exclusive of commissions and of any excise tax due on stock repurchases under the Inflation Reduction Act, which does not impact the amount of the Share Repurchase Authorization.


Period	Total Number of Shares Purchased		Average Price Paid per Share ($)			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Program (in millions) (b)
July 1 through July 31, 2025	—		$	—		—		$	—
August 1 through August 31, 2025	490,008	(a)	$	21.07	(a)	490,008	(a)	$	—
September 1 through September 30, 2025	—		$	—		—		$	—
Total	490,008		$	21.07		490,008

_________________________________

(a)Pursuant to the 2025 ASR Agreements, on February 18, 2025, we made aggregate payments of $200.0 million to JPMorgan, and on February 18 and 19, 2025, we received from JP Morgan initial deliveries of an aggregate of 9,003,940 shares of our Common Stock. On August 18, 2025, as final settlement of the share repurchase transactions under the 2025 ASR Agreements, we received from JP Morgan an additional 490,008 shares of our Common Stock. In total, we repurchased 9,493,948 shares of our Common Stock under the 2025 ASR Agreements at $21.07 per share, the price set forth in the table, which represents the volume-weighted average share price of our Common Stock during the terms of the 2025 ASR Agreements, less a discount.

(b)The Share Repurchase Authorization expired on June 30, 2025.

Item 5. Other Information

During the three months ended September 30, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our 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) of Regulation S-K).

Item 6. Exhibits


Exhibit No.						Description

2.1						Agreement and Plan of Merger, by and among Premium Parent, LLC, Premium Merger Sub, Inc. and Premier, Inc., dated as of September 21, 2025 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on September 22, 2025)†

10.1						First Amendment to the Executive Employment and Restrictive Covenant Agreement dated December 2, 2024 between David Zito and Premier Healthcare Solutions, Inc.*+

10.2						Executive Employment and Restrictive Covenant Agreement dated September 9, 2025 between Bruce Radcliff and Premier Healthcare Solutions, Inc.*+

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‡

101						Sections of the Premier, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language), submitted in the following files:

101.INS						Inline XBRL Instance Document*

101.SCH						Inline XBRL Taxonomy Extension Schema Document*

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104						The cover page from the Premier, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included in Exhibit 101)*

* Filed herewith

+ Indicates a management contract or compensatory plan or arrangement

† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

‡ Furnished herewith

SIGNATURES

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

PREMIER, INC.

Date:

November 4, 2025

By:

/s/ Glenn G. Coleman

Name:

Glenn G. Coleman

Title:

Chief Administrative and Financial Officer

On behalf of the registrant and as principal financial officer

Date:

November 4, 2025

By:

/s/ Crystal B. Climer

Name:

Crystal B. Climer

Title:

Chief Accounting Officer and Senior Vice President, Finance

On behalf of the registrant and as principal accounting officer