Core Viewpoint - Quad/Graphics, Inc. has expanded its financial resources by adding Flagstar Bank to its lending group, increasing its Term Loan A by $20 million to $371 million and revolving credit availability by $15 million to $340 million [1][2]. Group 1: Financial Developments - The addition of Flagstar Bank enhances Quad's financial flexibility and supports its capital allocation strategy [2]. - The total outstanding principal amount of Quad's Term Loan A is now $371 million, while its revolving credit availability has increased to $340 million [1]. Group 2: Company Overview - Quad is a marketing experience company that provides integrated marketing and print services, leveraging technology and data-driven intelligence to simplify marketing complexities [3]. - The company employs approximately 11,000 people across 11 countries and serves around 2,100 clients, including major blue-chip companies in various sectors such as retail, financial services, and health [4].

Executive Summary & Highlights [Fiscal-Year 2025 Fourth Quarter Highlights](index=1&type=section&id=Fiscal-Year%202025%20Fourth%20Quarter%20Highlights) Premier's Q4 FY2025 total net revenue decreased 12% year-over-year, with net income and Adjusted EBITDA also declining Fiscal-Year 2025 Fourth Quarter Highlights (in millions of USD) | Metric | FY2025 Q4 | FY2024 Q4 | % Change (YoY) | % Change (QoQ) | | :-------------------------------- | :-------- | :-------- | :-------------- | :-------------- | | Total Net Revenue | $262.9 | $300.2 | (12%) | 1% | | Net Income from Continuing Operations | $18.0 | $60.9 | (70%) | N/A | | Diluted EPS from Continuing Operations | $0.22 | $0.57 | (61%) | N/A | | Adjusted EBITDA | $68.9 | $104.0 | (34%) | (4%) | | Adjusted EPS | $0.43 | $0.61 | (30%) | (2%) | - Fourth-quarter total net revenue of **$262.9 million** (or **$258.0 million** excluding Contigo Health) exceeded company expectations[4](index=4&type=chunk) - Fourth-quarter adjusted EPS of **$0.46** (excluding Contigo Health) contributed to full-year adjusted EPS above the high end of guidance[4](index=4&type=chunk) [Fiscal-Year 2025 Full-Year Highlights](index=1&type=section&id=Fiscal-Year%202025%20Full-Year%20Highlights) For FY2025, Premier's overall revenue and profitability exceeded expectations, driven by Supply Chain Services, with strong cash flow Fiscal-Year 2025 Full-Year Highlights (in millions of USD) | Metric | FY2025 | FY2024 | % Change (YoY) | | :-------------------------------- | :------- | :------- | :-------------- | | Total Net Revenue | $1,012.6 | $1,136.0 | (11%) | | Net Income from Continuing Operations | $72.7 | $104.2 | (30%) | | Diluted EPS from Continuing Operations | $0.68 | $1.02 | (33%) | | Adjusted EBITDA | $253.1 | $389.0 | (35%) | | Adjusted EPS | $1.46 | $2.08 | (30%) | | Net Cash Provided by Operating Activities (Continuing Operations) | $417.8 | $278.1 | 50% | | Free Cash Flow | $180.5 | $228.0 | (21%) | - Full-year net cash provided by operating activities from continuing operations of **$417.8 million** and free cash flow of **$180.5 million** were better than anticipated[4](index=4&type=chunk) [CEO Commentary & Strategic Updates](index=1&type=section&id=CEO%20Commentary%20%26%20Strategic%20Updates) The CEO highlighted strong year-end performance, exceeding expectations due to Supply Chain Services, returning capital, and divesting businesses - Overall revenue and profitability for the year exceeded expectations, largely due to better-than-anticipated results in the **Supply Chain Services segment**[3](index=3&type=chunk) - The company returned capital to stockholders through quarterly cash dividends and completed a **$200 million** accelerated share repurchase program[3](index=3&type=chunk) - Premier divested the **S2S Global direct sourcing business** on October 1, 2024[3](index=3&type=chunk) - Efforts to transfer to partners or wind down certain components of the **Contigo Health business** are ongoing, with results continuing to include contributions from this business[3](index=3&type=chunk) Consolidated Financial Results (Continuing Operations) [GAAP Financial Highlights](index=2&type=section&id=GAAP%20Financial%20Highlights) Premier's GAAP results for Q4 and full-year FY2025 show declines in net revenue, net income, and diluted EPS Three Months Ended June 30, 2025 vs 2024 (GAAP, in thousands of USD) | Metric | 2025 (in thousands of USD) | 2024 (in thousands of USD) | % Change | | :------------------------------------------------- | :------------------ | :------------------ | :------- | | Net revenue | $262,857 | $300,246 | (12%) | | Supply Chain Services: Net administrative fees | $150,052 | $166,146 | (10%) | | Supply Chain Services: Software licenses, other services and support | $19,948 | $18,262 | 9% | | Total Supply Chain Services | $170,000 | $184,408 | (8%) | | Performance Services | $92,857 | $115,838 | (20%) | | Net income from continuing operations | $18,018 | $60,861 | (70%) | | Diluted earnings per share from continuing operations | $0.22 | $0.57 | (61%) | Year Ended June 30, 2025 vs 2024 (GAAP, in thousands of USD) | Metric | 2025 (in thousands of USD) | 2024 (in thousands of USD) | % Change | | :------------------------------------------------- | :------------------ | :------------------ | :------- | | Net revenue | $1,012,647 | $1,136,009 | (11%) | | Supply Chain Services: Net administrative fees | $556,328 | $624,168 | (11%) | | Supply Chain Services: Software licenses, other services and support | $74,711 | $65,200 | 15% | | Total Supply Chain Services | $631,039 | $689,368 | (8%) | | Performance Services | $381,608 | $446,641 | (15%) | | Net income from continuing operations | $72,734 | $104,219 | (30%) | | Diluted earnings per share from continuing operations | $0.68 | $1.02 | (33%) | [Non-GAAP Financial Highlights](index=2&type=section&id=Non-GAAP%20Financial%20Highlights) Non-GAAP measures, including Adjusted EBITDA and Adjusted EPS, experienced significant year-over-year decreases for Q4 and FY2025 Three Months Ended June 30, 2025 vs 2024 (Non-GAAP, in thousands of USD) | Metric | 2025 (in thousands of USD) | 2024 (in thousands of USD) | % Change | | :-------------------------------- | :------------------ | :------------------ | :------- | | Adjusted EBITDA | $68,856 | $104,013 | (34%) | | Adjusted EBITDA excluding Contigo Health | $71,108 | $106,045 | (33%) | | Adjusted net income | $35,743 | $64,482 | (45%) | | Adjusted EPS | $0.43 | $0.61 | (30%) | | Adjusted EPS excluding Contigo Health | $0.46 | $0.64 | (28%) | Year Ended June 30, 2025 vs 2024 (Non-GAAP, in thousands of USD) | Metric | 2025 (in thousands of USD) | 2024 (in thousands of USD) | % Change | | :-------------------------------- | :------------------ | :------------------ | :------- | | Adjusted EBITDA | $253,120 | $388,985 | (35%) | | Adjusted EBITDA excluding Contigo Health | $260,435 | $396,191 | (34%) | | Adjusted net income | $133,752 | $237,846 | (44%) | | Adjusted EPS | $1.46 | $2.08 | (30%) | | Adjusted EPS excluding Contigo Health | $1.54 | $2.17 | (29%) | Fiscal-Year 2026 Guidance [Key Guidance Metrics](index=3&type=section&id=Key%20Guidance%20Metrics) Premier projects FY2026 total net revenue (excluding Contigo Health) between $940 million and $1 billion, with Adjusted EBITDA of $230-245 million Fiscal-Year 2026 Guidance Range (as of August 19, 2025, in millions of USD) | Guidance Metric | Range | | :-------------------------------- | :-------------------- | | Supply Chain Services Net Revenue | $590 million to $620 million | | Performance Services Net Revenue Excluding Contigo Health | $350 million to $380 million | | Total Net Revenue Excluding Contigo Health | $940 million to $1 billion | | Adjusted EBITDA | $230 million to $245 million | | Adjusted Net Income | $110 million to $120 million | | Adjusted EPS | $1.33 to $1.43 | | Diluted Weighted Average Shares | 81 million to 83 million | [Key Assumptions](index=3&type=section&id=Key%20Assumptions) FY2026 guidance relies on specific revenue targets for Supply Chain Services, $80 million in capital expenditures, and a 23-25% effective income tax rate - Net administrative fees revenue of **$520 million to $540 million**, including **$65 million to $75 million** from non-healthcare member purchasing[13](index=13&type=chunk) - Supply Chain Services segment software licenses, other services and support revenue of **$70 million to $80 million**[13](index=13&type=chunk) - Capital expenditures of approximately **$80 million**[13](index=13&type=chunk) - Effective income tax rate in the range of **23% to 25%**, with a cash income tax rate of less than **5%**[13](index=13&type=chunk) - Free cash flow conversion of **70% to 80%** of adjusted EBITDA[13](index=13&type=chunk) - Guidance excludes financial contributions from Contigo Health, as its remaining operations are expected to be transitioned or wound down by **December 31, 2025**[13](index=13&type=chunk) Results of Operations (Q4 2025 vs Q4 2024) [GAAP Performance Analysis](index=3&type=section&id=GAAP%20Performance%20Analysis) Q4 FY2025 GAAP net revenue decreased 12% year-over-year, with net income from continuing operations falling 70% due to lower revenue and increased operating expenses - GAAP net revenue decreased **12%** to **$262.9 million** from **$300.2 million** in the prior-year period[9](index=9&type=chunk) - GAAP net income from continuing operations decreased by **$42.8 million (70%)** to **$18.0 million**, primarily due to lower net revenue and increased operating expenses (stock-based compensation, asset impairments)[10](index=10&type=chunk) - GAAP diluted EPS from continuing operations decreased by **$0.35** to **$0.22**, driven by lower net income, partially offset by a decrease in diluted weighted average shares outstanding due to share repurchases[11](index=11&type=chunk) [Non-GAAP Performance Analysis](index=3&type=section&id=Non-GAAP%20Performance%20Analysis) Q4 FY2025 Adjusted EBITDA decreased 34% year-over-year, with Adjusted net income declining 45% and Adjusted EPS decreasing 30% - Adjusted EBITDA decreased **34%** to **$68.9 million** from **$104.0 million** in the prior-year period[12](index=12&type=chunk) - Adjusted net income decreased **45%** to **$35.7 million**, primarily due to factors impacting adjusted EBITDA and an increase in interest expense, partially offset by a decrease in the effective income tax rate[13](index=13&type=chunk) - Adjusted EPS decreased **30%** to **$0.43** from **$0.61** in the prior-year period[13](index=13&type=chunk) Segment Results (Q4 2025 vs Q4 2024) [Supply Chain Services](index=4&type=section&id=Supply%20Chain%20Services) The Supply Chain Services segment experienced an 8% decrease in net revenue in Q4 FY2025, primarily due to lower net administrative fees - Supply Chain Services segment net revenue decreased **8%** to **$170.0 million** from **$184.4 million**, largely due to lower net administrative fees revenue[14](index=14&type=chunk) - Net administrative fees revenue decreased **10%** to **$150.1 million**, driven by an expected increase in aggregate blended member fee share, partially offset by growth in member purchasing[15](index=15&type=chunk) - Software licenses, other services and support revenue increased **9%** to **$19.9 million**, driven by new engagements in supply chain co-management and expansion of digital supply chain solutions[16](index=16&type=chunk) - Segment adjusted EBITDA decreased **18%** to **$90.0 million**, mainly due to the decrease in net administrative fees revenue and additional investments in the supply chain co-management business[17](index=17&type=chunk) [Performance Services](index=4&type=section&id=Performance%20Services) The Performance Services segment saw a 20% decrease in net revenue in Q4 FY2025, mainly due to lower consulting business revenue and timing of license revenue - Performance Services segment net revenue decreased **20%** to **$92.9 million** from **$115.8 million**, primarily due to lower consulting business revenue and timing of license revenue[18](index=18&type=chunk) - Segment adjusted EBITDA decreased **48%** to **$17.2 million** from **$32.8 million**, mainly due to the decrease in revenue, partially offset by a decrease in employee-related costs[18](index=18&type=chunk) [Liquidity and Cash Flows](index=4&type=section&id=Liquidity%20and%20Cash%20Flows) As of June 30, 2025, Premier's cash and cash equivalents decreased to $83.7 million, with operating cash flow increasing significantly, but free cash flow declined Liquidity and Cash Flow Summary (Year Ended June 30, in thousands of USD) | Metric | 2025 (in thousands of USD) | 2024 (in thousands of USD) | % Change | | :------------------------------------------------- | :------------------ | :------------------ | :------- | | Cash and cash equivalents (period end) | $83,725 | $125,146 | (33%) | | Revolving credit facility outstanding balance | $280,000 | $1,008 | >100% | | Net cash provided by operating activities from continuing operations | $417,809 | $278,143 | 50% | | Net cash used in investing activities | $(102,095) | $(68,466) | (49%) | | Net cash used in financing activities | $(340,733) | $(192,720) | (77%) | | Non-GAAP free cash flow | $180,529 | $228,046 | (21%) | - Net cash provided by operating activities from continuing operations increased to **$417.8 million**, mainly due to lower cash taxes paid in the prior year, a **$57.0 million** derivative lawsuit settlement, and a **$17.6 million** cash distribution from a minority investment[20](index=20&type=chunk) - Net cash used in investing activities increased to **$102.1 million**, primarily due to the acquisition of IllumiCare, Inc., partially offset by net cash from asset sales[21](index=21&type=chunk) - Net cash used in financing activities increased to **$340.7 million**, largely due to the timing of net cash proceeds from the sale of non-healthcare GPO operations received in the prior year, offset by current-year net borrowings and decreased cash dividends[22](index=22&type=chunk) [Return of Capital to Stockholders](index=5&type=section&id=Return%20of%20Capital%20to%20Stockholders) Premier completed $800.0 million in common stock repurchases, including a $200.0 million accelerated share repurchase program, and paid $77.4 million in dividends - Repurchased an aggregate of **$800.0 million** of Common Stock under the Share Repurchase Authorization, which expired on **June 30, 2025**[24](index=24&type=chunk) - Completed a **$200.0 million** accelerated share repurchase program in **August 2025**[24](index=24&type=chunk) - Paid aggregate dividends of **$77.4 million** to holders of Common Stock during fiscal-year 2025[25](index=25&type=chunk) - Declared a quarterly cash dividend of **$0.21 per share**, payable on **September 15, 2025**[25](index=25&type=chunk) Company Information & Non-GAAP Measures [About Premier, Inc.](index=5&type=section&id=About%20Premier%2C%20Inc.) Premier, Inc. is a technology-driven healthcare improvement company providing solutions to two-thirds of U.S. healthcare providers - Premier, Inc. is a leading technology-driven healthcare improvement company[28](index=28&type=chunk) - Provides solutions to **two-thirds** of all healthcare providers in the U.S[28](index=28&type=chunk) - Offers integrated data and analytics, collaboratives, supply chain solutions, and consulting services[28](index=28&type=chunk) [Premier's Use and Definitions of Non-GAAP Measures](index=5&type=section&id=Premier%27s%20Use%20and%20Definitions%20of%20Non-GAAP%20Measures) Premier uses non-GAAP measures like Adjusted EBITDA and Free Cash Flow for consistent performance comparison, with definitions revised in FY2025 - Non-GAAP measures (EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, Free Cash Flow) are used to compare operating performance consistently and provide a more complete understanding of business factors and trends[29](index=29&type=chunk) - Adjusted EBITDA and segment adjusted EBITDA definitions were revised to exclude operating income from revenues sold to OMNIA[44](index=44&type=chunk) - Adjusted net income definition was revised to exclude operating income from revenues sold to OMNIA, imputed interest expense, and associated income tax expense[44](index=44&type=chunk) - Free cash flow definition was revised to exclude cash payments to OMNIA for the sale of future revenues and related tax payments[44](index=44&type=chunk) - Supplemental non-GAAP measures (e.g., excluding Contigo Health) are provided to align with FY2025 guidance, given the expected transition or wind-down of Contigo Health by **December 31, 2025**[45](index=45&type=chunk) [Premier's Use of Forward-Looking Non-GAAP Measures](index=7&type=section&id=Premier%27s%20Use%20of%20Forward-Looking%20Non-GAAP%20Measures) Premier does not fully reconcile forward-looking non-GAAP guidance to GAAP due to estimation difficulties for non-core items, and excludes Contigo Health contributions - The company does not meaningfully reconcile forward-looking non-GAAP guidance to GAAP measures due to the inability to reasonably estimate certain significant reconciling items without unreasonable effort[47](index=47&type=chunk) - Forward-looking guidance excludes financial contributions from Contigo Health, as its remaining businesses are expected to be substantially transitioned or wound down by **December 31, 2025**[48](index=48&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=7&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) The report contains forward-looking statements subject to risks and uncertainties, and readers should not place undue reliance on them - Statements regarding future financial performance, business strategies, Contigo Health transition, share repurchases, and dividends are forward-looking and subject to risks and uncertainties[49](index=49&type=chunk) - Readers should not place undue reliance on forward-looking statements, as actual results may differ materially[50](index=50&type=chunk) - Premier undertakes no obligation to publicly update or revise any forward-looking statements[50](index=50&type=chunk) Financial Statements [Consolidated Statements of Income](index=9&type=section&id=Consolidated%20Statements%20of%20Income) The Consolidated Statements of Income detail Premier's revenues, costs, operating expenses, and net income for Q4 and full-year FY2025 and FY2024 Consolidated Statements of Income (Selected Data, in thousands of USD, except per share data) | Metric | Q4 2025 | Q4 2024 | FY 2025 | FY 2024 | | :------------------------------------------------- | :------ | :------ | :------ | :------ | | Net revenue | $262,857 | $300,246 | $1,012,647 | $1,136,009 | | Gross profit | $198,564 | $231,819 | $743,359 | $867,124 | | Operating income | $24,864 | $82,981 | $1,116 | $126,646 | | Net income from continuing operations | $18,018 | $60,861 | $72,734 | $104,219 | | Net income attributable to stockholders | $18,435 | $60,676 | $20,269 | $119,544 | | Diluted earnings per share from continuing operations | $0.22 | $0.57 | $0.68 | $1.02 | [Consolidated Balance Sheets](index=10&type=section&id=Consolidated%20Balance%20Sheets) The Consolidated Balance Sheets present Premier's financial position as of June 30, 2025, and 2024, detailing assets, liabilities, and stockholders' equity Consolidated Balance Sheets (Selected Data, in thousands of USD) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | | Cash and cash equivalents | $83,725 | $125,146 | | Total current assets | $585,803 | $755,257 | | Total assets | $3,097,074 | $3,401,449 | | Total current liabilities | $910,633 | $746,563 | | Total liabilities | $1,566,497 | $1,439,218 | | Total stockholders' equity | $1,530,577 | $1,962,231 | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The Consolidated Statements of Cash Flows outline Premier's cash generated and used by operating, investing, and financing activities for FY2025 and FY2024 Consolidated Statements of Cash Flows (Selected Data, in thousands of USD) | Metric | FY 2025 | FY 2024 | | :------------------------------------------------- | :------ | :------ | | Net cash provided by operating activities | $401,429 | $296,560 | | Net cash used in investing activities | $(102,095) | $(68,466) | | Net cash used in financing activities | $(340,733) | $(192,720) | | Net (decrease) increase in cash and cash equivalents | $(41,421) | $35,353 | | Cash and cash equivalents at end of period | $83,725 | $125,146 | Supplemental Financial Information & Reconciliations [Free Cash Flow Reconciliation](index=12&type=section&id=Free%20Cash%20Flow%20Reconciliation) This section reconciles net cash provided by operating activities from continuing operations to free cash flow, detailing key adjustments Reconciliation of Net Cash Provided by Operating Activities from Continuing Operations to Free Cash Flow (in thousands of USD) | Metric | FY 2025 | FY 2024 | | :------------------------------------------------- | :------ | :------ | | Net cash provided by operating activities from continuing operations | $417,809 | $278,143 | | Early termination payments to certain former limited partners | $(101,524) | $(99,665) | | Purchases of property and equipment | $(82,649) | $(81,189) | | Cash payments to OMNIA for the sale of future revenues | $(53,107) | $(31,535) | | Cash tax payments on proceeds received from the sale of future revenues | — | $162,292 | | Free cash flow | $180,529 | $228,046 | - Early termination payments to former limited partners were paid in full by **June 30, 2025**[59](index=59&type=chunk) [Adjusted EBITDA Reconciliation](index=13&type=section&id=Adjusted%20EBITDA%20Reconciliation) This reconciliation details adjustments from net income from continuing operations to Adjusted EBITDA, including various non-cash and non-recurring items, and provides segment-level Adjusted EBITDA Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA (in thousands of USD) | Metric | Q4 2025 | Q4 2024 | FY 2025 | FY 2024 | | :------------------------------------------------- | :------ | :------ | :------ | :------ | | Net income from continuing operations | $18,018 | $60,861 | $72,734 | $104,219 | | EBITDA | $60,957 | $117,087 | $232,903 | $275,937 | | Stock-based compensation | $7,669 | $205 | $23,700 | $23,876 | | Impairment of assets | $10,810 | — | $144,481 | $140,053 | | Operating income from revenues sold to OMNIA | $(16,840) | $(15,624) | $(62,469) | $(55,283) | | Adjusted EBITDA | $68,856 | $104,013 | $253,120 | $388,985 | | Adjusted EBITDA excluding Contigo Health | $71,108 | $106,045 | $260,435 | $396,191 | Segment Adjusted EBITDA (in thousands of USD) | Segment | Q4 2025 | Q4 2024 | FY 2025 | FY 2024 | | :-------------------- | :------ | :------ | :------ | :------ | | Supply Chain Services | $89,986 | $109,617 | $326,902 | $409,669 | | Performance Services | $17,170 | $32,820 | $60,692 | $113,845 | | Corporate | $(38,300) | $(38,424) | $(134,474) | $(134,529) | | Total Adjusted EBITDA | $68,856 | $104,013 | $253,120 | $388,985 | [Adjusted Net Income Reconciliation](index=13&type=section&id=Adjusted%20Net%20Income%20Reconciliation) This section reconciles net income attributable to stockholders to adjusted net income by adjusting for various non-recurring and non-operating items Reconciliation of Net Income Attributable to Stockholders to Adjusted Net Income (in thousands of USD) | Metric | Q4 2025 | Q4 2024 | FY 2025 | FY 2024 | | :------------------------------------------------- | :------ | :------ | :------ | :------ | | Net income attributable to stockholders | $18,435 | $60,676 | $20,269 | $119,544 | | Net loss (income) from discontinued operations, net of tax | $137 | $256 | $41,901 | $(2,500) | | Income tax expense | $7,083 | $25,723 | $25,315 | $42,302 | | Amortization of purchased intangible assets | $9,499 | $9,794 | $38,189 | $47,026 | | Stock-based compensation | $7,669 | $205 | $23,700 | $23,876 | | Impairment of assets | $10,810 | — | $144,481 | $140,053 | | Operating income from revenues sold to OMNIA | $(16,840) | $(15,624) | $(62,469) | $(55,283) | | Adjusted income before income taxes | $47,030 | $88,331 | $175,989 | $325,816 | | Income tax expense on adjusted income before income taxes | $11,287 | $23,849 | $42,237 | $87,970 | | Adjusted net income | $35,743 | $64,482 | $133,752 | $237,846 | [Adjusted EPS Reconciliation](index=15&type=section&id=Adjusted%20EPS%20Reconciliation) This reconciliation details adjustments from GAAP EPS to Adjusted EPS, accounting for various non-recurring and non-operating items, corporate taxes, and dilutive shares Reconciliation of GAAP EPS to Adjusted EPS (in thousands of USD, except per share data) | Metric | Q4 2025 | Q4 2024 | FY 2025 | FY 2024 | | :------------------------------------------------- | :------ | :------ | :------ | :------ | | Net income attributable to stockholders | $18,435 | $60,676 | $20,269 | $119,544 | | Adjusted net income | $35,743 | $64,482 | $133,752 | $237,846 | | Basic earnings per share attributable to stockholders | $0.22 | $0.58 | $0.22 | $1.05 | | Adjusted earnings per share | $0.43 | $0.61 | $1.46 | $2.08 | | Adjusted earnings per share excluding Contigo Health | $0.46 | $0.64 | $1.54 | $2.17 | [Contigo Health Adjustments Reconciliation](index=16&type=section&id=Contigo%20Health%20Adjustments%20Reconciliation) This section reconciles net revenue, Adjusted EBITDA, and Adjusted EPS to exclude Contigo Health's financial contributions, providing a clearer view of continuing operations Reconciliation of Certain Financial Measures to Adjust for Contigo Health (in thousands of USD, except per share data) | Metric | Q4 2025 | Q4 2024 | FY 2025 | FY 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Net revenue | $262,857 | $300,246 | $1,012,647 | $1,136,009 | | Less: Contigo Health | $(4,885) | $(8,585) | $(26,694) | $(39,846) | | Net revenue excluding Contigo Health | $257,972 | $291,661 | $985,953 | $1,096,163 | | Adjusted EBITDA | $68,856 | $104,013 | $253,120 | $388,985 | | Add: Loss from Contigo Health | $2,252 | $2,032 | $7,315 | $7,206 | | Adjusted EBITDA excluding Contigo Health | $71,108 | $106,045 | $260,435 | $396,191 | | Adjusted EPS | $0.43 | $0.61 | $1.46 | $2.08 | | Add: Loss from Contigo Health | $0.03 | $0.03 | $0.08 | $0.09 | | Adjusted EPS excluding Contigo Health | $0.46 | $0.64 | $1.54 | $2.17 |

Core Insights - Premier, Inc. reported a revenue of $262.86 million for the quarter ended June 2025, which is a 25% decrease compared to the same period last year, while EPS was $0.46, down from $0.69 year-over-year [1] - The reported revenue exceeded the Zacks Consensus Estimate of $242.42 million by 8.43%, and the EPS also surpassed the consensus estimate of $0.34 by 35.29% [1] Financial Performance Metrics - Net Revenue from Supply Chain Services for Software licenses and other services was $19.95 million, exceeding the average estimate of $17.24 million [4] - Net Revenue from Performance Services was $92.86 million, compared to the average estimate of $87.13 million, representing a year-over-year decline of 22.9% [4] - Total Net Revenue from Supply Chain Services was $170 million, surpassing the estimated $155.56 million, but reflecting a 26.1% decrease from the previous year [4] - Net administrative fees from Supply Chain Services were reported at $150.05 million, above the average estimate of $138.33 million, with a year-over-year change of -9.3% [4] - Adjusted EBITDA for Supply Chain Services was $89.99 million, exceeding the average estimate of $81.52 million [4] - Adjusted EBITDA for Performance Services was $17.17 million, compared to the average estimate of $15.87 million [4] - Corporate Adjusted EBITDA was reported at -$38.3 million, worse than the average estimate of -$33.22 million [4] Stock Performance - Shares of Premier have returned +16.7% over the past month, outperforming the Zacks S&P 500 composite's +2.5% change [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating potential performance in line with the broader market in the near term [3]

Financial Data and Key Metrics Changes - Total full year revenue reached $986 million, exceeding guidance by $11 million, while adjusted EPS was $1.54, surpassing the high end of guidance by $0.11 [14][15] - Fourth quarter net revenue was $258 million, a 1% increase sequentially but a decline from the prior year due to higher fee share from contract renewals [14][15] - GAAP net income was $18 million or $0.22 per share, down from the prior year mainly due to lower revenue [15] - Adjusted EBITDA for the fourth quarter was $71 million, flat sequentially, with a margin of 27.6% [15] Business Line Data and Key Metrics Changes - Supply Chain Services segment performed above expectations, with gross administrative fees growing over 3% in fiscal year 2025, driven by higher contract penetration and onboarding of new members [16][17] - Performance Services segment showed sequential improvement in advisory business, although it was lower compared to the prior year due to rebuilding the sales funnel [18] - Other supply chain services revenue grew by 17% in the co-management business and 15% in the digital supply chain business [17] Market Data and Key Metrics Changes - The company noted increasing demand for margin improvement solutions among member hospitals due to ongoing cost pressures and reimbursement uncertainty [11][12] - The acquisition of Illumicare is expected to enhance the company's ability to deliver real-time insights and expand its addressable market [10][49] Company Strategy and Development Direction - The company is focused on helping health systems transition from short-term cost containment to structural changes that enhance operational resilience [8][9] - The acquisition of Illumicare is part of a strategy to strengthen clinical decision support capabilities and leverage AI for better healthcare outcomes [10][49] - The company anticipates returning to positive growth in total net revenue, adjusted EBITDA, and adjusted EPS in fiscal year 2027 [22][24] Management Comments on Operating Environment and Future Outlook - Management highlighted ongoing financial pressures for member hospitals and the need for value-based strategic support [7][8] - The company expects fiscal year 2026 to be a year of stabilization and transition, with a return to growth anticipated in fiscal year 2027 [21][22] - Management expressed confidence in the ability to drive growth due to the strength of the business and the commitment of the team [12][24] Other Important Information - Free cash flow for fiscal year 2025 was $181 million, with a conversion rate of 69%, and is expected to be in the range of 70% to 80% for fiscal year 2026 [19][20] - The company completed a $200 million accelerated share repurchase program, bringing total repurchases to $800 million under a $1 billion authorization [15][20] Q&A Session Summary Question: Changes in customer buying behavior in Supply Chain Services - Management noted no significant pull forward in buying behavior due to tariffs, with some increases attributed to regional issues [26][27] Question: Momentum in the advisory business - The advisory business is driven by market dynamics and the expertise of the newly hired leadership, with recent large engagements contributing to growth [28][30] Question: Cadence of admin fee renewal and growth assumptions - Management expects fee share to increase to the mid-60% range in fiscal year 2026, with broad-based growth across key categories [36][38] Question: Size and impact of Illumicare acquisition - Illumicare is projected to generate $8 million to $10 million in revenue for fiscal year 2026, with breakeven EBITDA [49][50] Question: Advisory business growth visibility - Advisory business is expected to grow above 25% in fiscal year 2026, largely driven by recent large contracts [61][62] Question: Free cash flow guidance and TRA impact - The TRA benefit is included in free cash flow guidance, with expectations for improved cash flow in fiscal year 2026 [66][67] Question: Demand for technology post July 4 - There remains strong interest in clinical decision support capabilities, with technology driving demand for performance improvement [93][97] Question: Unique advisory contracts and differences from consulting - Advisory engagements focus on comprehensive performance improvement strategies, with consulting and advisory viewed as interchangeable terms [104][106] Question: Life sciences or pharma support business updates - The life sciences business is performing as expected, with growth opportunities anticipated moving forward [107][108]

Financial Data and Key Metrics Changes - Total full year revenue reached $986 million, exceeding guidance by $11 million, while adjusted EPS was $1.54, surpassing the high end of guidance by $0.11 [13][14] - Fourth quarter net revenue was $258 million, a 1% increase sequentially but a decline from the prior year due to higher fee share from contract renewals [13][14] - Adjusted EBITDA for the fourth quarter was $71 million, translating to a margin of 27.6%, benefiting from revenue outperformance in Supply Chain Services [14] Business Line Data and Key Metrics Changes - Supply Chain Services segment performed above expectations, with gross administrative fees growing over 3% in fiscal year 2025, driven by higher contract penetration and onboarding of new members [15][16] - Performance Services segment showed sequential improvement in advisory business, although it was lower compared to the prior year as the sales funnel is being rebuilt [17] - Other supply chain services revenue grew by 17% in the co-management business and 15% in the digital supply chain business, indicating growth opportunities for fiscal year 2026 and beyond [16][17] Market Data and Key Metrics Changes - The company noted increasing financial pressures on member hospitals and health systems, leading to a demand for value-based strategic support [6][10] - The acquisition of Illumicare is expected to enhance the company's ability to deliver real-time insights and expand its addressable market [8][20] Company Strategy and Development Direction - The company is focused on helping health systems transition from short-term cost containment to structural changes that enhance operational resilience [6][10] - The acquisition of Illumicare is part of a strategy to strengthen clinical decision support capabilities and leverage AI for better healthcare outcomes [8][20] - The company anticipates a stabilization year in fiscal year 2026, with a return to growth in key financial metrics expected in fiscal year 2027 [21][23] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to drive growth, citing a robust pipeline of advisory business and strategic engagements [7][11] - The company expects free cash flow conversion in fiscal year 2026 to be in the range of 70% to 80%, with a cash tax rate anticipated to be less than 5% over the next five years [18][19] - Management highlighted the importance of addressing contract renewals and the anticipated increase in fee share to the mid-60% range in fiscal year 2026 [16][36] Other Important Information - The company completed a $200 million accelerated share repurchase program, bringing total stock repurchases to $800 million under a $1 billion authorization [14][19] - The company is winding down the Contigo Health assets, with expected revenue of $9 million and an EBITDA loss of $6 million in fiscal year 2026 [49] Q&A Session Summary Question: Changes in customer buying behavior in Supply Chain Services - Management noted no significant pull forward in buying behavior due to tariffs, with some regional increases observed [25] Question: Momentum in the advisory business - The advisory business is driven by market dynamics and the expertise of the newly hired leadership, with significant recent contract wins [26][30] Question: Cadence of admin fee renewal and growth assumptions - Management expects a gradual increase in fee share throughout fiscal year 2026, with gross administrative fees anticipated to grow around 4% [35][36] Question: Size and impact of Illumicare acquisition - Illumicare is projected to generate $8 million to $10 million in revenue for fiscal year 2026, breakeven on EBITDA, and is expected to drive future growth [48] Question: Advisory business size and growth visibility - The advisory business is estimated to be between $50 million to $100 million, with expectations of over 25% growth in fiscal year 2026 driven by recent large contracts [58][60] Question: Free cash flow guidance and TRA impact - The TRA benefit is included in free cash flow guidance, with expectations for improved cash flow in fiscal year 2026 due to the absence of the $100 million headwind [64][66] Question: Demand changes post July 4 and SaaS offerings - There remains significant interest in clinical decision support capabilities, with ongoing demand for technology that drives performance improvement [90][92]

Fiscal Year 2025 Performance - Consolidated net revenue for Q4 FY25 was $262.9 million[13] - Supply Chain Services net revenue for Q4 FY25 reached $170 million, exceeding expectations[13] - Performance Services net revenue excluding Contigo Health for Q4 FY25 was $88 million, below the implied guidance[13] - Adjusted EBITDA excluding Contigo Health for Q4 FY25 was $71.1 million, surpassing expectations[13] - The company had cash flow from operations of $417.8 million for the fiscal year ended June 30, 2025[16] - Free cash flow was $180.5 million for the fiscal year ended June 30, 2025[17] Capital Allocation - The company repurchased $800 million of Class A common stock under the $1 billion share repurchase authorization[18] - Dividends of $77.4 million were paid to stockholders in fiscal year 2025[18] Fiscal Year 2026 Guidance - Total net revenue excluding Contigo Health is projected to be between $940 million and $1 billion[21] - Supply Chain Services revenue is expected to be between $590 million and $620 million[21] - Performance Services revenue excluding Contigo Health is guided to be between $350 million and $380 million[21]

Part I [Item 1. Business](index=8&type=section&id=Item%201.%20Business) Premier, Inc. is a technology-driven healthcare improvement company operating through Supply Chain and Performance Services, which in fiscal 2025 completed strategic divestitures and authorized a $1.0 billion share repurchase program - Premier is a technology-driven healthcare improvement company that unites providers, suppliers, and payers to improve healthcare quality and costs through integrated data, analytics, and supply chain solutions[24](index=24&type=chunk) - The company operates through two business segments: Supply Chain Services (including one of the largest national healthcare GPOs) and Performance Services (a technology and services platform for clinical intelligence, margin improvement, and value-based care)[27](index=27&type=chunk)[28](index=28&type=chunk) - In fiscal year 2025, Premier concluded a strategic review, leading to the divestiture of its direct sourcing subsidiary S2S Global and the sale of certain assets from its Contigo Health subsidiary[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - The Board authorized a **$1.0 billion** share repurchase program in February 2024, under which **$800 million** in repurchases were completed through August 2025[32](index=32&type=chunk) - On June 13, 2025, Premier acquired IllumiCare, Inc. for a preliminary purchase price of **$47.5 million**, which will be integrated into the Performance Services Segment[35](index=35&type=chunk) Our Company and Recent Developments - Premier's business model is a partnership-driven alliance with healthcare providers, creating aligned incentives and facilitating the co-development of innovative solutions[25](index=25&type=chunk) - As part of a strategic review, Premier divested its direct sourcing subsidiary, S2S Global, in exchange for a **20%** minority interest in Prestige Ameritech, Ltd., increasing its total ownership to approximately **24%**. The divestiture resulted in a net impact of a **$39.8 million** loss[30](index=30&type=chunk) - Contigo Health sold its wrap network business assets for **$15.0 million**, resulting in a gain of **$13.9 million**. The remaining Contigo businesses are expected to be transitioned or wound down by December 31, 2025[31](index=31&type=chunk) Industry Overview - U.S. healthcare expenditures are projected to grow by an average of **5.8%** annually from 2024-2033, reaching **20.3%** of GDP by 2033[36](index=36&type=chunk) - Hospital supply chain expenses represent a significant portion of budgets, creating opportunities for cost savings through improved pricing, resource utilization, and operational efficiency[37](index=37&type=chunk) - The healthcare industry is shifting from fee-for-service to alternative payment models (APMs), increasing the need for data analytics and technology solutions to manage costs and quality[39](index=39&type=chunk)[40](index=40&type=chunk) Our Membership Membership and Purchasing Volume Statistics (as of June 30, 2025) | Metric | Value | | :--- | :--- | | Acute Care Healthcare Providers | > **4,250** | | Active Members (Continuum of Care) | ~**365,000** | | Total GPO Purchasing Volume (CY 2024) | > **$87 billion** | | Total GPO Purchasing Volume (CY 2023) | > **$84 billion** | - No individual member or member system accounted for more than **10%** of Premier's net revenue in fiscal years 2025 and 2024[42](index=42&type=chunk) Our Business Segments - The Supply Chain Services segment includes one of the largest national healthcare GPO programs, supply chain co-management, resiliency programs, and procure-to-pay functionalities[44](index=44&type=chunk) - The Performance Services segment offers a technology and services platform focused on clinical intelligence, margin improvement, and value-based care for providers, payers, and life sciences markets[56](index=56&type=chunk) Performance Group Statistics (as of June 30, 2025) | Performance Group | Participants | Annual Spend (CY 2024) | Cumulative Savings Identified | | :--- | :--- | :--- | :--- | | **ASCENDrive** | ~**880** acute care sites, **7,300** continuum of care sites | ~**$17.0 billion** | > **$1.4 billion** since 2009 | | **SURPASS** | **43** members (~**620** acute care sites, **9,000** continuum of care sites) | ~**$16.0 billion** | > **$433.9 million** | Pricing, Contracts, and Revenue Concentration - In Supply Chain Services, GPO revenue is primarily generated from administrative fees paid by suppliers, with a portion shared back with members. The company is experiencing competitive pressure leading to requests for increased revenue share for members[65](index=65&type=chunk)[67](index=67&type=chunk) - As of June 30, 2025, GPO member agreements representing approximately **20%** of gross administrative fees from the 2020 extensions still need to be renewed, with most expected to be addressed in fiscal 2026[67](index=67&type=chunk) - In Performance Services, revenue comes from SaaS subscriptions (typically 3-5 year agreements), software licenses, and consulting fees. SaaS revenue is recognized straight-line over the contract period after implementation[71](index=71&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - The company's top five customers accounted for **12%** of consolidated net revenues in fiscal 2025, down from **14%** in fiscal 2024. No single customer generated more than **10%** of net revenue in either year[77](index=77&type=chunk) Competition - The Supply Chain Services segment competes with large traditional GPOs like HealthTrust and Vizient, provider-owned GPOs, and online retailers[88](index=88&type=chunk) - The Performance Services segment competes with a range of companies from smaller niche firms to large entities, including IT providers like Epic Systems and Health Catalyst, and consulting firms like Deloitte and Optum[86](index=86&type=chunk) Government Regulation - The company is subject to numerous federal and state laws, including anti-kickback statutes, false claims acts, and privacy laws like HIPAA. It operates its GPO in reliance on safe harbor regulations[93](index=93&type=chunk)[94](index=94&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - The company is considered a "business associate" under HIPAA for many of its members, requiring strict adherence to privacy and security rules for protected health information (PHI)[99](index=99&type=chunk) - The group purchasing industry is subject to antitrust scrutiny. In February 2024, the FTC and HHS issued a joint Request for Information (RFI) regarding the impact of GPOs on access to generic pharmaceuticals[106](index=106&type=chunk) - Two of the company's products are certified as Health IT Modules under ONC rules, requiring compliance with specific conditions related to interoperability and information blocking to maintain certification[110](index=110&type=chunk) Human Capital - As of June 30, 2025, Premier employed approximately **2,700** people, all in the United States. None are covered by a collective bargaining agreement[118](index=118&type=chunk) - The company's sales and consulting teams, comprised of over **500** employees, are organized into a commercial account management team, national business development teams, and a consulting team to drive new and existing member sales[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks across business operations, the highly regulated healthcare industry, legal and tax matters, and its capital structure - **Business Operations Risks:** The company faces intense competition, potential loss of GPO members, and competitive pressure to increase the revenue share paid to members. Consolidation in the healthcare industry could reduce demand for its services. The business is also exposed to risks from cyber-attacks, data breaches, and its growing dependence on AI technologies[128](index=128&type=chunk)[132](index=132&type=chunk)[139](index=139&type=chunk) - **Healthcare & Regulatory Risks:** The business must comply with complex federal and state laws, including anti-kickback, false claims, and privacy (HIPAA) regulations. Changes in the political or regulatory environment, such as modifications to the ACA or antitrust enforcement, could adversely affect operations[129](index=129&type=chunk)[205](index=205&type=chunk)[208](index=208&type=chunk) - **Legal and Tax Risks:** The company is subject to litigation, intellectual property infringement claims, and potential changes in tax laws that could impact its effective tax rate and profitability[130](index=130&type=chunk)[232](index=232&type=chunk)[236](index=236&type=chunk) - **Capital Structure & Stock Risks:** The company faces risks related to its indebtedness, fluctuations in quarterly operating results, and the trading price of its stock. There is no guarantee of future dividend payments or share repurchases at current levels[130](index=130&type=chunk)[250](index=250&type=chunk)[256](index=256&type=chunk) [Item 1B. Unresolved Staff Comments](index=57&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[270](index=270&type=chunk) [Item 1C. Cybersecurity](index=57&type=section&id=Item%201C.%20Cybersecurity) Premier implements a comprehensive cybersecurity risk management strategy based on NIST standards, overseen by the Audit and Compliance Committee, with no material incidents reported - The company's cybersecurity program is integrated into its enterprise risk framework and is based on standards such as NIST[271](index=271&type=chunk) - Oversight is provided by the Audit and Compliance Committee of the Board of Directors, which receives regular updates from management's Digital Risk Management (DRM) group[280](index=280&type=chunk)[282](index=282&type=chunk) - The company conducts annual cybersecurity risk assessments, including third-party audits, and has an established Incident Response Policy[275](index=275&type=chunk)[276](index=276&type=chunk) - As of the report date, Premier is not aware of any cybersecurity incidents that have had a material effect on its business, strategy, or financial condition[284](index=284&type=chunk) [Item 2. Properties](index=58&type=section&id=Item%202.%20Properties) Premier entered a new eight-year lease for its Charlotte, North Carolina headquarters in July 2025 and leases eight additional smaller facilities, all deemed adequate - The company transitioned to a new headquarters in Charlotte, North Carolina in July 2025 under a new lease with an initial term of approximately eight years[285](index=285&type=chunk) - In addition to its headquarters, the company leases eight smaller facilities in six states[285](index=285&type=chunk)[286](index=286&type=chunk) [Item 3. Legal Proceedings](index=59&type=section&id=Item%203.%20Legal%20Proceedings) Premier is periodically involved in ordinary course litigation, including past antitrust lawsuits that have been successfully resolved, with no guarantee against future actions - The company is subject to litigation from time to time in the ordinary course of business[288](index=288&type=chunk) - Premier has been named as a defendant in past class action antitrust lawsuits, which it has successfully resolved, but cannot guarantee it will not be subject to similar actions in the future[289](index=289&type=chunk) [Item 4. Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[291](index=291&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=60&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Premier's Class A common stock trades on NASDAQ under 'PINC,' with 82.5 million shares outstanding, paying quarterly dividends of $0.21 per share in fiscal 2025, though its stock has underperformed peer groups - The company's Class A Common Stock is traded on the NASDAQ Global Select Market under the ticker symbol "PINC"[293](index=293&type=chunk) - During fiscal year 2025, the Board of Directors declared and paid regular quarterly cash dividends of **$0.21 per share**[294](index=294&type=chunk) - No shares of Common Stock were repurchased during the three months ended June 30, 2025[298](index=298&type=chunk) Five-Year Cumulative Total Return Comparison | Company/Index Name | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Premier, Inc. Class A Common Stock | **$100.00** | **$103.79** | **$108.78** | **$86.64** | **$60.92** | **$74.48** | | NASDAQ Composite Index | **$100.00** | **$145.23** | **$111.21** | **$140.28** | **$181.81** | **$210.31** | | Peer Group | **$100.00** | **$172.63** | **$149.47** | **$140.55** | **$105.81** | **$80.78** | [Item 6. Reserved](index=61&type=section&id=Item%206.%20Reserved) This item is reserved - Reserved[307](index=307&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=63&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Premier's fiscal year 2025 saw an 11% net revenue decrease to $1.01 billion and a decline in net income, driven by reduced revenue in both Supply Chain and Performance Services segments, despite strong liquidity and significant share repurchases Key Financial Results (Year Ended June 30) | (in thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Net revenue | **$1,012,647** | **$1,136,009** | | Net income from continuing operations | **$72,734** | **$104,219** | | Non-GAAP Adjusted EBITDA | **$253,120** | **$388,985** | Segment Net Revenue (Year Ended June 30, in thousands) | Segment | 2025 | 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Supply Chain Services | **$631,039** | **$689,368** | **$(58,329)** | **(8)%** | | Performance Services | **$381,608** | **$446,641** | **$(65,033)** | **(15)%** | | **Total** | **$1,012,647** | **$1,136,009** | **$(123,362)** | **(11)%** | - The company highlights market trends including inflation, rising labor costs, and the shift to value-based care as factors affecting its business. It is also monitoring the impact of tariffs on supplier pricing[321](index=321&type=chunk)[322](index=322&type=chunk)[323](index=323&type=chunk) Critical Accounting Policies and Estimates - Key accounting policies requiring significant management judgment include Business Combinations, Goodwill impairment testing, Revenue Recognition, Software Development Costs, and Income Taxes[328](index=328&type=chunk) - For Goodwill, the company performs annual impairment testing or more frequently if indicators are present. An interim test in Q2 FY2025 for the Informatics and Technology Services (ITS) reporting unit resulted in a **$126.8 million** impairment charge[331](index=331&type=chunk)[334](index=334&type=chunk) - Revenue recognition involves estimating variable consideration, such as GPO administrative fees and performance-based fees, which requires significant judgment and is based on historical and forecasted data[336](index=336&type=chunk)[337](index=337&type=chunk) Results of Operations Consolidated Results of Operations (Year Ended June 30, in thousands) | Line Item | 2025 | 2024 | | :--- | :--- | :--- | | Net revenue | **$1,012,647** | **$1,136,009** | | Gross profit | **$743,359** | **$867,124** | | Operating income | **$1,116** | **$126,646** | | Net income from continuing operations | **$72,734** | **$104,219** | | Net income attributable to stockholders | **$20,269** | **$119,544** | - Net revenue decreased by **11%** YoY, driven by an **8%** decline in Supply Chain Services and a **15%** decline in Performance Services[409](index=409&type=chunk) - Other income increased by **$77.1 million**, primarily due to a **$57.0 million** gain from a shareholder derivative complaint settlement and increased dividend and equity income[412](index=412&type=chunk) - Adjusted EBITDA decreased by **35%** to **$253.1 million**, driven by declines in both operating segments[416](index=416&type=chunk) Liquidity and Capital Resources - The principal source of cash is from operating activities. As of June 30, 2025, cash and cash equivalents were **$83.7 million**, down from **$125.1 million** a year prior[436](index=436&type=chunk)[437](index=437&type=chunk) - The company had **$280.0 million** in outstanding borrowings under its **$1.0 billion** credit facility as of June 30, 2025, used primarily to fund stock repurchases[438](index=438&type=chunk) Cash Flow Summary (Year Ended June 30, in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Operating activities from continuing operations | **$417,809** | **$278,143** | | Investing activities | **$(102,095)** | **$(68,466)** | | Financing activities | **$(340,733)** | **$(192,720)** | | **Net (decrease) increase in cash** | **$(41,421)** | **$35,353** | - Non-GAAP Free Cash Flow decreased by **$47.5 million** to **$180.5 million** in fiscal 2025, primarily due to increased cash paid for operating expenses and higher payments to OMNIA related to the sale of future revenues[449](index=449&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=92&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations on its variable-rate debt, with a 1% change impacting annual interest expense by $2.8 million, and it faces no significant foreign currency risk - The primary market risk is interest rate risk on variable-rate debt. A **1%** change in interest rates would affect annual interest expense by **$2.8 million** based on the **$280.0 million** outstanding balance as of June 30, 2025[469](index=469&type=chunk) - The company does not have significant foreign currency risk as its financial transactions are conducted almost entirely in U.S. dollars[471](index=471&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=93&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the consolidated financial statements for fiscal year 2025, along with Ernst & Young LLP's unqualified audit opinion, highlighting goodwill valuation for the ITS reporting unit as a critical audit matter - The independent registered public accounting firm, Ernst & Young LLP, issued an unqualified opinion on the consolidated financial statements and on the effectiveness of internal control over financial reporting as of June 30, 2025[477](index=477&type=chunk)[478](index=478&type=chunk)[490](index=490&type=chunk) - The critical audit matter identified in the audit was the valuation of goodwill, specifically for the Informatics and Technology Services (ITS) reporting unit, due to the complex and subjective judgments involved in estimating its fair value[481](index=481&type=chunk)[483](index=483&type=chunk)[484](index=484&type=chunk) Notes to Consolidated Financial Statements - **Business Acquisitions (Note 3):** On June 13, 2025, Premier acquired IllumiCare, Inc. for a preliminary purchase price of **$47.5 million**, resulting in the recognition of **$28.9 million** in goodwill[580](index=580&type=chunk)[581](index=581&type=chunk) - **Discontinued Operations (Note 4):** The direct sourcing business (S2S Global) was classified as a discontinued operation. The divestiture on October 1, 2024, resulted in a loss on disposal of **$53.0 million**[585](index=585&type=chunk)[513](index=513&type=chunk) - **Goodwill and Intangible Assets (Note 9):** The company recorded a pre-tax goodwill impairment charge of **$126.8 million** related to its Informatics and Technology Services (ITS) reporting unit during the second quarter of fiscal 2025[623](index=623&type=chunk) - **Debt and Notes Payable (Note 10):** As of June 30, 2025, the company had **$280.0 million** in outstanding borrowings under its credit facility and had fully paid off the notes payable to former limited partners related to the 2020 Restructuring[632](index=632&type=chunk)[639](index=639&type=chunk) - **Liability Related to Sale of Future Revenues (Note 11):** As of June 30, 2025, the company had a liability of **$640.4 million** related to the sale of its non-healthcare GPO member contracts to OMNIA[647](index=647&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=135&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This item is not applicable to the company - Not applicable[714](index=714&type=chunk) [Item 9A. Controls and Procedures](index=135&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of June 30, 2025, with no material changes during the fourth quarter, excluding the recently acquired IllumiCare - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[716](index=716&type=chunk) - Management concluded that internal control over financial reporting was effective as of June 30, 2025, based on the COSO framework. This assessment excluded the internal controls of IllumiCare, acquired during the fiscal year[718](index=718&type=chunk)[719](index=719&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal controls[721](index=721&type=chunk) [Item 9B. Other Information](index=135&type=section&id=Item%209B.%20Other%20Information) An executive officer, Andrew F. Brailo, adopted a Rule 10b5-1 trading plan on May 9, 2025, to sell up to 12,102 shares, expiring November 10, 2025 Officer 10b5-1 Trading Plan Adoption (Q4 FY2025) | Name and Title | Action | Date | Total Shares to be Sold | Scheduled Expiration Date | | :--- | :--- | :--- | :--- | :--- | | Andrew F. Brailo, Chief Commercial Officer | Adopt | 05/09/2025 | **12,102** | 11/10/2025 | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=137&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[727](index=727&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=138&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders - The company maintains a Corporate Code of Conduct for all employees and officers, and a separate Board Code of Ethics for directors, available on its investor website[732](index=732&type=chunk) [Item 11. Executive Compensation](index=138&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive compensation, including the Compensation Discussion and Analysis, is incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=138&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership by beneficial owners and management is incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders, including details on equity compensation plans Equity Compensation Plan Information (as of June 30, 2025) | Plan Category | Securities to be issued upon exercise (a) | Weighted-average exercise price (b) | Securities remaining available for future issuance (c) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | **4,026,180** | **$22.66** | **6,504,830** | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=139&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related person transactions and director independence is incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders [Item 14. Principal Accounting Fees and Services](index=139&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information detailing fees paid to and services provided by the principal independent registered public accounting firm is incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders Part IV [Item 15. Exhibits and Financial Statement Schedules](index=140&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Annual Report, including consolidated financial statements and an index of all exhibits - This item includes the consolidated financial statements, the financial statement schedule for Valuation and Qualifying Accounts, and a comprehensive index of all exhibits filed with the report[743](index=743&type=chunk)[744](index=744&type=chunk)[745](index=745&type=chunk) [Item 16. Form 10-K Summary](index=143&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has elected not to provide a Form 10-K summary - The company has elected not to provide a summary[748](index=748&type=chunk)

Core Viewpoint - Nuclear Fuels Inc. is progressing with a statutory plan of arrangement with Premier American Uranium Inc., which has received final court approval, targeting completion by August 25, 2025 [1][2]. Group 1: Plan of Arrangement Details - The Supreme Court of British Columbia approved the Plan of Arrangement on August 18, 2025, allowing Premier American Uranium to acquire all outstanding common shares of Nuclear Fuels [1][3]. - Completion of the arrangement is contingent upon approval from the TSX Venture Exchange and other customary closing conditions [2]. - Following the arrangement, shares of Premier American Uranium will continue trading on the TSX Venture Exchange, while Nuclear Fuels will be de-listed from the Canadian Securities Exchange [4]. Group 2: Financial Advisory and Compensation - Nuclear Fuels engaged Canaccord Genuity Corp. as a financial advisor for the arrangement, compensating them with 648,414 common shares at a deemed price of $0.347 per share [5]. Group 3: Company Overview - Nuclear Fuels Inc. is focused on uranium exploration, advancing ISR amenable uranium projects in the U.S., and is well-positioned for growth due to strong government support [6]. - The company has consolidated the Kaycee district under single control for the first time since the early 1980s and is planning a 2025 drill program to expand historic resources across a 35-mile trend [6].

Group 1 - A business can emerge that not only rides a significant technology trend but also elevates it to a new level [1] - The founder and lead analyst at Golden Bear Capital specializes in identifying asymmetric risk-reward opportunities through quantitative analysis and market intuition [2] - The investment philosophy focuses on exploiting market anomalies and emerging opportunities while maintaining disciplined risk management [2] Group 2 - Sector coverage includes technology disruptors, undervalued small-cap companies, and those benefiting from long-term structural trends [2] - There is a particular interest in businesses with strong competitive moats, innovative technologies, and capable management teams [2]

Core Viewpoint - Century Aluminum is positioned to benefit significantly from favorable U.S. industrial policies, particularly due to increased tariffs on aluminum imports, which have led to a surge in domestic premiums and a strong financial outlook for the company [1][2][15]. Group 1: Market Position and Catalysts - The U.S. trade policy, specifically the increase of Section 232 tariffs on aluminum imports to 50% in June 2025, has made foreign aluminum more expensive, providing a competitive edge to domestic producers like Century Aluminum [2][3]. - The U.S. Midwest premium, a key revenue component for Century, has surged due to the higher costs of foreign supply, directly impacting the company's profitability [3][4]. - Century Aluminum's stock has increased over 60% in the past year, reflecting investor confidence in the company's strategic advantages and growth potential [1]. Group 2: Financial Performance and Investments - For Q3 2025, Century Aluminum projects an Adjusted EBITDA between $115 million and $125 million, attributing this optimistic forecast to the benefits of higher domestic premiums [4]. - The company is investing approximately $50 million to restart idled capacity at its Mt. Holly smelter, which is expected to enhance future revenue-generating capacity [6][15]. - In July 2025, Century refinanced $400 million of its senior notes, reducing annual interest payments and extending debt maturity to 2032, thereby improving financial flexibility [7][8]. Group 3: Future Growth and Strategic Initiatives - Century Aluminum plans to build a new, low-emission U.S. smelter, potentially receiving up to $500 million in funding from the Department of Energy, which would mark the first new U.S. smelter in nearly 50 years [9][10]. - This new smelter is expected to create over 100 high-wage manufacturing jobs and increase U.S. primary aluminum production by nearly 10% [14]. - The company is well-positioned as a pure-play U.S. producer, making it an attractive investment opportunity amid the resurgence of American industry [15][16].