PINC 10-K Annual Report June 30, 2025 | Alphaminr
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PINC 10-K Fiscal year ended June 30, 2025

Balance Sheet
Cash Flow
Income Statement
Debt
PREMIER, INC.
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CIK: 1577916
Filing Type: 10-K/A
Report Date: 2025-06-30
Download URL: https://www.sec.gov/Archives/edgar/data/1577916/000157791625000015/pinc-20250630.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Certificate of Incorporation of Premier, Inc. (Incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on August 26, 2013) 3.2 Amended and Restated Bylaws of Premier, Inc., effective as of January 25, 2024 (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on January 26, 2024) 4.1 Form of Class A common stock certificate (Incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1, Amendment No. 1, filed on September 16, 2013) 4.1.1 Description of Securities (Incorporated by reference to Exhibit 4.1.1 of our Annual Report on Form 10-K filed on August 25, 2020) 10.1 Premier, Inc. 2023 Equity Incentive Plan, effective December 1, 2023 (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 4, 2023)+ 10.2 Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Premier, Inc. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on February 6, 2024)+ 10.3 Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Premier, Inc. 2023 Equity Incentive Plan (for December 2024 and later awards) (Incorporated by reference to Exhibit 10.4 of our Quarterly Report on Form 10-Q filed on February 4, 2025)+ 10.4 Form of Performance Share Award Agreement under the Premier, Inc. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on November 5, 2024)+ 10.5 Form of Restricted Stock Unit Award Agreement under the Premier, Inc. 2023 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on November 5, 2024)+ 10.6 Amended and Restated Premier, Inc. 2013 Equity Incentive Plan, effective December 7, 2018 (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 7, 2018)+ 10.7 Form of Performance Share Award Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.7 of our Annual Report on Form 10-K filed on August 23, 2019)+ 10.8 Form of Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 of our Annual Report on Form 10-K filed on August 23, 2023)+ 10.9 Form of Special Retention Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 of our Annual Report on Form 10-K filed on August 23, 2023)+ 10.10 Form of Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.8 of our Annual Report on Form 10-K filed on August 23, 2019)+ 10.11 Form of Special Restricted Stock Unit Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on April 26, 2022)+ 10.12 Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.9 of our Annual Report on Form 10-K filed on August 23, 2018)+ 10.13 Form of Stock Option Agreement under the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (Incorporated by reference to Exhibit 10.8 of our Annual Report on Form 10-K filed on August 23, 2017)+ 10.14 Premier, Inc. Annual Incentive Compensation Plan, amended and restated effective September 6, 2024 (Incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q filed on November 5, 2024)+ 10.15 Senior Executive Employment Agreement dated as of September 13, 2013, by and between CraigMcKasson and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.23 of our Registration Statement on Form S-1, Amendment No. 1, filed on September 16, 2013)+ 10.16 First Amendment to Senior Executive Employment Agreement dated August 15, 2024 by and between Craig McKasson and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on August 20, 2024)+ 10.17 Master Consulting Services Agreement dated August 15, 2024 by and between Craig McKasson and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on August 20, 2024)+ 10.18 Senior Executive Employment Agreement dated as of February 1, 2021 (effective May 1, 2021) by and between Michael J. Alkire and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed on February 2, 2021)+ 10.19 Executive Employment Agreement dated as of July 1, 2016, by and between Leigh Anderson and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.21 of our Annual Report on Form 10-K filed on August 25, 2016)+ 10.20 Master Consulting Services Agreement dated December 2, 2024 by and between Leigh Anderson and Premier Healthcare Solutions, Inc. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on December 3, 2024)+ 10.21 Executive Employment Agreement effective as of July 1, 2016, by and between David Klatsky and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.22 of our Annual Report on Form 10-K filed on August 25, 2016)+ 10.22 Executive Employment Agreement dated September 18, 2013, by and between Andy Brailo and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on November 7, 2023)+ 10.23 Executive Employment and Restrictive Covenant Agreement dated September 26, 2022, by and between Crystal Climer and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on November 7, 2023)+ 10.24 Executive Employment and Restrictive Covenant Agreement dated August 15, 2024 by and between Glenn Coleman and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed on August 20, 2024)+ 10.25 Signing Bonus Agreement dated August 15, 2024, by and between Glenn Coleman and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on August 20, 2024)+ 10.26 Executive Employment and Restrictive Covenant Agreement dated December 2, 2024 by and between David Zito and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on February 4, 2025)+ 10.27 Signing Bonus Agreement dated December 2, 2024, by and between David Zito and Premier Healthcare Solutions, Inc. (Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on February 4, 2025)+ 10.28 Premier, Inc. Directors' Compensation Policy, as amended on January 23, 2025 (Incorporated by reference to Exhibit 10.5 of our Quarterly Report on Form 10-Q filed on February 4, 2025)+ 10.29 Premier, Inc. Form of Director Cash Award Agreement under the Premier, Inc. Directors' Compensation Policy (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on August 11, 2016)+ 10.30 Form of Indemnification Agreement by and between each director and executive officer and Premier, Inc. (Incorporated by reference to Exhibit 10.29 of our Registration Statement on Form S-1, Amendment No. 1, filed on September 16, 2013)+ 10.31 Premier, Inc. 2015 Employee Stock Purchase Plan (as amended and restated effective August 4, 2020) (Incorporated by reference to Exhibit 10.19 of our Annual Report on Form 10-K filed on August 25, 2020)+ 10.32 Premier Healthcare Solutions, Inc.Deferred Compensation Plan, dated September 26, 2014 (effective January 1, 2015), as amended on September 25, 2015 and October 24, 2018 (Incorporated by reference to Exhibit 10.20 of our Annual Report on Form 10-K filed on August 25, 2020)+ 10.33 Third Amendment to Premier Healthcare Solutions, Inc. Deferred Compensation Plan dated November11, 2024 and effective January 1, 2025*+ 10.34 Amended and Restated Credit Agreement, dated as of December 12, 2022, by and among Premier Healthcare Alliance, L.P., Premier Supply Chain Improvement, Inc. and Premier Healthcare Solutions, Inc., as Co-Borrowers, certain domestic subsidiaries of Premier Services, LLC, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, other lenders from time to time party thereto, and Wells Fargo Securities, LLC, BofA Securities, Inc. JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, and Truist Securities, Inc. as Joint Lead Arrangers and Joint Book Managers. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filedonDecember 16, 2022) 10.35 First Amendment to Amended and Restated Credit Agreement, dated as of September 23, 2024, by and among Premier Healthcare Alliance, L.P., Premier Supply Chain Improvement, Inc. and Premier Healthcare Solutions, Inc., as Co-Borrowers, certain domestic subsidiaries of Premier Services, LLC, as Guarantors, certain lenders, and Wells Fargo Bank, National Association, as Administrative Agent and a Lender (Incorporated by reference to Exhibit 10.4 of our Quarterly Report on Form 10-Q filed on November 5, 2024) 10.36 Form of Restricted Stock Unit Agreement for Consultants (Incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed on September 7, 2021) 10.37 Equity Purchase Agreement, dated June 14, 2023, by and among OMNIA Partners, LLC, Non-Healthcare Holdings LLC, Premier Supply Chain Improvement, Inc., Premier Healthcare Alliance, L.P., Acurity, LLC, Innovatix, LLC, Essensa Ventures, LLC, Premier Healthcare Solutions, Inc., and Premier, Inc. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 15, 2023) 10.38 Issuer Forward Repurchase Transaction agreement dated February 5, 2024, between Premier, Inc. and Bank of America, N.A. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 7, 2024) 10.39 Issuer Forward Repurchase Transaction agreement dated February 18, 2025 between Premier, Inc. and JPMorgan Chase Bank, National Association (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 19, 2025) 10.40 Issuer Forward Repurchase Transaction agreement dated February 18, 2025 between Premier, Inc. and JPMorgan Chase Bank, National Association (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on February 19, 2025) 10.41 Form of Unit Exchange and Tax Receivable Acceleration Agreement, dated as of August 10, 2020 and effective as of July 1, 2020, by and among certain limited partners of Premier Healthcare Alliance, L.P, Premier Healthcare Alliance, L.P, Premier Services, LLC and Premier, Inc. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 11, 2020) 19.1 Insider Trading Policy of the Companyas amended January 23, 2025* 19.2 Rule 10b5-1 Plan Policy of the Company* 21 Subsidiaries of the Company* 23 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm* 31.1 Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification of principal executive officer pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of principal financial officer pursuant to 18 United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Dodd-Frank Compensation Recoupment Policy of the Company*