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STOCKHOLDERS' EQUITY
12 Months Ended
Jun. 30, 2025
Equity [Abstract]  
STOCKHOLDERS' EQUITY
(12) STOCKHOLDERS' EQUITY
As of June 30, 2025, there were 82,544,385 shares of the Company’s Class A common stock (“Common Stock”), par value $0.01 per share, outstanding.
In February 2024, the Company announced that its Board of Directors approved a share repurchase authorization for up to $1.0 billion of its Common Stock (the “Share Repurchase Authorization”) and entered into 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 the Company’s Common Stock, excluding fees and expenses. Under the terms of the ASR Agreement, the Company made a payment of $400.0 million to Bank of America and, in February 2024, received initial deliveries of an aggregate of 15.0 million shares of the Company’s Common Stock. On July 11, 2024, as final settlement of the share repurchase transaction under the 2024 ASR Agreement, the Company received an additional approximately 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 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 Company’s Consolidated Balance Sheet.
In August 2024, the Company announced its Board of Directors 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 Company’s Consolidated Balance Sheets.
On February 18, 2025, the Company announced its Board of Directors approved two accelerated share repurchase agreements (the “2025 ASR Agreements”) with JPMorgan Chase Bank, National Association (“JPMorgan”) for an aggregate repurchase of
$200.0 million of Common Stock pursuant to the Share Repurchase Authorization 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, or $160.0 million, of Common Stock at $17.77 per share. On August 18, 2025, as final settlement of the share repurchase transactions under the 2025 ASR Agreements, the Company received from JPMorgan approximately 0.5 million shares of the Company’s Common Stock. In total the Company repurchased approximately 9.5 million shares of the Company’s 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 initial deliveries of shares pursuant to the 2025 ASR Agreements resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. The 2025 ASR Agreements were accounted for as a treasury stock transaction and forward stock purchase contract. 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 Consolidated Balance Sheet. The forward stock purchase contract was considered indexed to the Company’s own stock and was classified as an equity instrument. 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 Consolidated Balance Sheets.
The Share Repurchase Authorization expired on June 30, 2025.
Holders of Common Stock are entitled to (i) one vote for each share held of record on all matters submitted to a vote of stockholders, (ii) receive dividends, when and if declared by the Board of Directors out of funds legally available, subject to any statutory or contractual restrictions on the payment of dividends and subject to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class of series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends or other distributions, and (iii) receive pro rata, based on the number of shares of Common Stock held, the remaining assets available for distribution upon the dissolution or liquidation of Premier, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any.
The Company paid quarterly cash dividends of $0.21 per share on outstanding shares of Common Stock to stockholders on or about September 15, 2024, December 15, 2024, March 15, 2025, and June 15, 2025. On August 17, 2025, the Board of Directors declared a quarterly cash dividend of $0.21 per share, payable on September 15, 2025 to stockholders of record on September 1, 2025.