On July 25, 2023, the Company sold substantially all of its non-healthcare GPO member contracts pursuant to an equity purchase agreement with OMNIA (“Equity Purchase Agreement”) for a total purchase price of $723.8 million. For a period of at least 10 years following the closing, the non-healthcare GPO members will continue to be able to make purchases through the Company’s group purchasing contracts. See Note 16 - Income Taxes for further income tax considerations on cash proceeds received as of June 30, 2025.

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

Under the terms of the Channel Agreement, although the Company sold the rights to retain future net administrative fees from the non-healthcare GPO member agreements, the Company continues to maintain significant involvement in the generation of the gross administrative fees through its supplier portfolio. Due to the Company’s continued involvement, the Company will continue to record net administrative fees from the non-healthcare agreements as revenue. The Company recorded the net proceeds from this transaction as a liability related to the sale of future revenues on the accompanying Consolidated Balance Sheets, which will be amortized using the effective interest method over the remaining contractual life of the Channel Agreement. The Company has no obligation to pay OMNIA any principal or interest balance on the sale of future revenues liability outside of the cash flows generated for administrative fees from the Channel Agreement.

As payments for administrative fees are remitted to OMNIA, the balance of Premier’s obligation will effectively be repaid over the term of the Channel Agreement. 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 revenue. Such factors include, but are not limited to, retention by OMNIA of the non-healthcare GPO members, growing the existing portfolio of non-healthcare members, and general competition of GPOs.

To the extent the amount or timing of future payments varies materially from the original estimate, the Company will make a cumulative adjustment to the carrying amount of the liability, which will be recorded as a non-cash gain or loss in other income in the Consolidated Statements of Income and Comprehensive Income. For the years ended June 30, 2025 and 2024, the Company did not record cumulative adjustments to the carrying amount of the liability.

At June 30, 2025, the Company had $640.4 million of debt 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 Consolidated Balance Sheets. For the year ended June 30, 2025, the Company recorded $62.5 million in revenue that was sold to OMNIA in net administrative fees, net of royalty fees retained, and $17.0 million in interest expense related to the sale of future revenues in interest expense, net in the Consolidated Statements of Income and Comprehensive Income.

At June 30, 2024, the Company had $651.2 million of debt related to the sale of non-healthcare GPO member contracts and associated future revenues, of which $51.8 million was recorded to current portion of the liability related to the sale of future revenues in the accompanying Consolidated Balance Sheets. For the year ended June 30, 2024, the Company recorded $55.3 million in revenue that was sold to OMNIA in net administrative fees and $14.2 million in imputed interest expense related to the sale of future revenues in interest expense, net in the Consolidated Statements of Income and Comprehensive Income.


	June 30, 2025
Beginning balance as of June 30, 2024	$	651,221
Proceeds from final cash payment received in July 2024	42,325
Imputed interest expense	16,967
Principal and interest payments, net of royalty fees retained	(70,074)
Ending balance as of June 30, 2025	$	640,439