Premier Inc. filed SEC Form 8-K: Results of Operations and Financial Condition

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 17, 2025

Premier, Inc.

(Exact name of registrant as specified in its charter)

13520 Ballantyne Corporate Place

Charlotte, NC 28277

(Address of principal executive offices) (Zip Code)

(704) 357-0022

(Registrant’s telephone number, including area code)

13034 Ballantyne Corporate Place

Charlotte, NC 28277

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On August 19, 2025, Premier, Inc. (the “Company”) issued a press release reporting the financial results of the Company for the three months and fiscal year ended June 30, 2025. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

As discussed in the press release, the Company held a conference call and webcast on August 19, 2025. Supplemental slides referenced during the conference call and webcast were available on the Company’s website for viewing by participants. A transcript of the conference call and webcast together with the supplemental slides are attached as Exhibits 99.2 and 99.3, respectively, to this report and are incorporated herein by reference.

The following changes have been made to the executive compensation packages for certain of the Company’s named executive officers for the Company’s 2026 fiscal year:

The compensation changes for Mr. Brailo and Mr. Klatsky were approved by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) on August 17, 2025. The changes to annual base salaries are effective September 1, 2025, and the revised Equity Targets are effective immediately for equity awards to be granted for the Company’s 2026 fiscal year.

The Committee and the Board determined it would be in the best interests of the Company and its stockholders to make the compensation changes set forth above to promote retention and recognize and incentivize the continued performance and value to the Company of these executives. The Committee and the Board made these determinations with the assistance of the Committee’s independent compensation consultant and considered, among other factors, the highly competitive nature of the market for executive talent, the potential impacts on the Company and its operations and strategic plans in the event of the loss of any of these executives, the existing compensation packages for these executives, and peer company and other market information.

As noted in Item 2.02 of this report, the Company held a conference call and webcast on August 19, 2025, to discuss the Company’s financial results for the three months and fiscal year ended June 30, 2025, as reported in the Company’s August 19, 2025 press release. A copy of the press release, which contains additional information regarding how to access the conference call and webcast and how to listen to a recorded playback, is attached as Exhibit 99.1 to this report and is incorporated herein by reference. A transcript of the conference call and webcast together with supplemental slides referenced during the conference call and webcast are attached as Exhibits 99.2 and 99.3, respectively, to this report and are incorporated herein by reference.

* * * *

The information in this report under Items 2.02 and 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits

SIGNATURE

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

Date: August 20, 2025