PHR / Phreesia, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Phreesia to Acquire AccessOne, Expanding Its Suite of Payment Solutions

Exhibit 99.3 Phreesia to Acquire AccessOne, Expanding Its Suite of Payment Solutions ALL-REMOTE COMPANY/WILMINGTON, Del. — Sept. 4, 2025 — Phreesia, Inc. (NYSE: PHR) (“Phreesia”), a trusted leader in patient activation, today announced it has entered into a definitive agreement to acquire AccessOne Parent Holdings, Inc. (together with its subsidiaries, “AccessOne”), a portfolio company of Frontier

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) July 31, 2025 January 31, 2025 (Unaudited) Assets Current: Cash and cash equivalents $ 98,266 $ 84,220 Settlement assets 28,875 29,176 Accounts receivable, net

Exhibit 99.1 Phreesia Announces Second Quarter Fiscal 2026 Results ALL-REMOTE COMPANY/WILMINGTON, Del., September 4, 2025 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal second quarter ended July 31, 2025. “I am proud to share that Phreesia has had many noteworthy developments over the past quarter. In addition to delivering another solid

SUPPORT AND JOINDER AGREEMENT

Exhibit 10.1 Exhibit A SUPPORT AND JOINDER AGREEMENT This SUPPORT AND JOINDER AGREEMENT (this “Agreement”), dated as of August 29, 2025, is made and entered into by and among Phreesia, Inc., a Delaware corporation (“Acquiror”), AccessOne Parent Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned, as a holder of Existing Securities (as defined below) of the Company (together

Quarterly Stakeholder Letter SECOND QUARTER | FISCAL YEAR 2026 QUARTERLY STAKEHOLDER LETTER | SECOND QUARTER 2026 | 1 Dear Phreesia stakeholders, I am proud to share that Phreesia has had many noteworthy developments over the past quarter. In additio

phr-ex992q2fy26stakehold Quarterly Stakeholder Letter SECOND QUARTER | FISCAL YEAR 2026 QUARTERLY STAKEHOLDER LETTER | SECOND QUARTER 2026 | 1 Dear Phreesia stakeholders, I am proud to share that Phreesia has had many noteworthy developments over the past quarter.

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 29, 2025 Phreesia, Inc. (Ex

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 29, 2025 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File

AGREEMENT AND PLAN OF MERGER by and among PHREESIA, INC., ACE MERGER SUB, INC., ACCESSONE PARENT HOLDINGS, INC., FRONTIER FUND IV, L.P., as Representative of the Equityholders August 29, 2025

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PHREESIA, INC., ACE MERGER SUB, INC., ACCESSONE PARENT HOLDINGS, INC., and FRONTIER FUND IV, L.P., as Representative of the Equityholders August 29, 2025 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential.

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) June 25, 2025 Phreesia, Inc. (Exac

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) June 25, 2025 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File N

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) April 30, 2025 January 31, 2025 (Unaudited) Assets Current: Cash and cash equivalents $ 90,871 $ 84,220 Settlement assets 33,006 29,176 Accounts receivable, ne

Exhibit 99.1 Phreesia Announces First Quarter Fiscal 2026 Results ALL-REMOTE COMPANY/WILMINGTON, Del., May 28, 2025 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal first quarter ended April 30, 2025. "Our fiscal year 2026 is off to a strong start. I am grateful to our team for their continued commitment to our mission, vision and values.

Quarterly Stakeholder Letter FIRST QUARTER | FISCAL YEAR 2026 QUARTERLY STAKEHOLDER LETTER | FIRST QUARTER 2026 | 1 Dear Phreesia stakeholders, Our fiscal year 2026 is off to a strong start. I am grateful to our team for their continued commitment to

Quarterly Stakeholder Letter FIRST QUARTER | FISCAL YEAR 2026 QUARTERLY STAKEHOLDER LETTER | FIRST QUARTER 2026 | 1 Dear Phreesia stakeholders, Our fiscal year 2026 is off to a strong start.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Statements and Exhibits, 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) May 28, 2025 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Phreesia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) (2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2019 Stock Option and Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2025 OR ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977 PHREESIA, INC.

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant As of January 31, 2025 Phreesia, Inc. had no significant subsidiaries as defined in Rule 1-02(w) of Regulation S-X.

2019 Stock Option and Incentive Plan and form of award agreements thereunder (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K (File No. 001-38977) filed with the SEC on March

Exhibit 10.3 PHREESIA, INC. 2019 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Phreesia, Inc. 2019 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Phreesia, Inc. (the “Company”) and its Affiliates upon whose judgment,

As filed with the Securities and Exchange Commission on March 13, 2025.

As filed with the Securities and Exchange Commission on March 13, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 20-2275479 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Insider Trading Policy

PHREESIA, INC. INSIDER TRADING POLICY Phreesia, Inc. and its subsidiaries (collectively, the “Company”) has adopted the following policy and procedures regarding trading in the Company’s securities and the disclosure of information concerning the Company. This Insider Trading Policy (the “Insider Trading Policy”) is designed to prevent insider trading or the appearance of impropriety, to prevent t

Financial Statements and Exhibits, 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) March 12, 2025 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File

Quarterly Stakeholder Letter FOURTH QUARTER | FISCAL YEAR 2025 QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2025 | 1 MARCH 12, 2025 Dear Phreesia stakeholders, This calendar year marks Phreesia’s 20th anniversary. I’m so proud of all we’ve accomplis

Quarterly Stakeholder Letter FOURTH QUARTER | FISCAL YEAR 2025 QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2025 | 1 MARCH 12, 2025 Dear Phreesia stakeholders, This calendar year marks Phreesia’s 20th anniversary.

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) January 31, 2025 January 31, 2024 (Unaudited) Assets Current: Cash and cash equivalents $ 84,220 $ 87,520 Settlement assets 29,176 28,072 Accounts receivable,

Exhibit 99.1 Phreesia Announces Fourth Quarter Fiscal 2025 Results ALL-REMOTE COMPANY/WILMINGTON, Del. – March 12, 2025 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal fourth quarter and fiscal year ended January 31, 2025. "We are pleased with our solid finish to fiscal 2025 and I am excited about the new products we have introduced over

Quarterly Stakeholder Letter THIRD QUARTER | FISCAL YEAR 2025 QUARTERLY STAKEHOLDER LETTER | THIRD QUARTER 2025 | 1 DECEMBER 9, 2024 Dear Phreesia stakeholders, The Phreesia team had a successful fiscal third quarter across numerous fronts, which we

Quarterly Stakeholder Letter THIRD QUARTER | FISCAL YEAR 2025 QUARTERLY STAKEHOLDER LETTER | THIRD QUARTER 2025 | 1 DECEMBER 9, 2024 Dear Phreesia stakeholders, The Phreesia team had a successful fiscal third quarter across numerous fronts, which we have highlighted throughout this letter.

Financial Statements and Exhibits, 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) December 9, 2024 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) October 31, 2024 January 31, 2024 (Unaudited) Assets Current: Cash and cash equivalents $ 81,740 $ 87,520 Settlement assets 25,046 28,072 Accounts receivable,

Exhibit 99.1 Phreesia Announces Third Quarter Fiscal 2025 Results ALL-REMOTE COMPANY/WILMINGTON, DE, December 9, 2024 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal third quarter ended October 31, 2024. "We are excited about the future here at Phreesia” said CEO and Co-Founder Chaim Indig. “Our network continues to grow, adoption of our

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Financial Statements and Exhibits, 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) September 4, 2024 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission Fi

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) July 31, 2024 January 31, 2024 (Unaudited) Assets Current: Cash and cash equivalents $ 81,798 $ 87,520 Settlement assets 25,320 28,072 Accounts receivable, net

Exhibit 99.1 Phreesia Announces Second Quarter Fiscal 2025 Results ALL-REMOTE COMPANY/WILMINGTON, DE, September 4, 2024 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal second quarter ended July 31, 2024. "We reached another very important milestone in Phreesia’s evolution by crossing over to positive Free cash flow1 in the fiscal second q

Quarterly Stakeholder Letter SECOND QUARTER | FISCAL YEAR 2025 QUARTERLY STAKEHOLDER LETTER | SECOND QUARTER 2025 | 1 1 During the second quarter of fiscal 2025, our cash provided by operating activities was $11.1 million and our Free cash flow was $

Quarterly Stakeholder Letter SECOND QUARTER | FISCAL YEAR 2025 QUARTERLY STAKEHOLDER LETTER | SECOND QUARTER 2025 | 1 1 During the second quarter of fiscal 2025, our cash provided by operating activities was $11.

PHR / Phreesia, Inc. / BROWN ADVISORY INC - BROWN ADVISORY INC Passive Investment

SC 13G/A 1 phra270824.htm BROWN ADVISORY INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Phreesia, Inc. (Name of Issuer) (Title of Class of Securities) 71944F106 (CUSIP Number) June 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Submission of Matters to a Vote of Security Holders

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) June 26, 2024 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) June 17, 2024 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) April 30, 2024 January 31, 2024 (Unaudited) Assets Current: Cash and cash equivalents $ 79,527 $ 87,520 Settlement assets 30,063 28,072 Accounts receivable, ne

Exhibit 99.1 Phreesia Announces First Quarter Fiscal 2025 Results ALL-REMOTE COMPANY/WILMINGTON, D.E., May 30, 2024 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal first quarter ended April 30, 2024. "I am tremendously proud of our team’s commitment to our growth and profitability1 objectives." said CEO and Co-Founder Chaim Indig. Please

Quarterly Stakeholder Letter FIRST QUARTER | FISCAL YEAR 2025 QUARTERLY STAKEHOLDER LETTER | FIRST QUARTER 2025 | 2 1 During the first quarter of fiscal 2025, our net loss was $19.7 million and our Adjusted EBITDA was $4.1 million. We define “profita

Quarterly Stakeholder Letter FIRST QUARTER | FISCAL YEAR 2025 QUARTERLY STAKEHOLDER LETTER | FIRST QUARTER 2025 | 2 1 During the first quarter of fiscal 2025, our net loss was $19.

Financial Statements and Exhibits, 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) May 30, 2024 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Phreesia, Inc. Compensation Recovery Policy.

Exhibit 97.1 PHREESIA, INC. COMPENSATION RECOVERY POLICY Phreesia, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current and former Executive Officers of the Company in accordanc

As filed with the Securities and Exchange Commission on March 15, 2024.

As filed with the Securities and Exchange Commission on March 15, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 20-2275479 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant As of January 31, 2024 Phreesia, Inc. had no significant subsidiaries as defined in Rule 1-02(w) of Regulation S-X.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977 PHREESIA, INC.

Confidential Transition and Separation Agreement and General Release, between the Registrant and Michael Davidoff.

Exhibit 10.16 CONFIDENTIAL TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE This Transition and Separation Agreement and General Release (hereafter, the “TSA” or “Transition and Separation Agreement”) is entered into by and between Phreesia, Inc. and its affiliates, subsidiaries, shareholders, predecessors, successors, directors, and officers (collectively “Phreesia” or the “Company”) and M

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Phreesia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2019 Stock Option and Incentive P

Fourth Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K (file No. 001-38977) filed with the Securities and Exchange Commission on March 14, 2024

Exhibit 3.3 FOURTH AMENDED AND RESTATED BY-LAWS OF PHREESIA, INC. (the “Corporation”) ARTICLE 1 Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may s

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) January 31, 2024 January 31, 2023 Assets (Unaudited) Current: Cash and cash equivalents $ 87,520 $ 176,683 Settlement assets 28,072 22,599 Accounts receivable,

Exhibit 99.1 Phreesia Announces Fourth Quarter Fiscal 2024 Results WILMINGTON, Delaware, March 14, 2024 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal fourth quarter and fiscal year ended January 31, 2024. "Phreesia ended fiscal year 2024 with strong momentum going into fiscal 2025. We facilitated more than 150 million patient visits in

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) March 14, 2024 Phreesia, Inc. (Exa

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) March 14, 2024 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File

Quarterly Stakeholder Letter FOURTH QUARTER | FISCAL YEAR 2024 QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2024 | 2 1 We define "profitability" and “profitable,” discussed herein, in terms of Adjusted EBITDA. 2 Phreesia India Private Limited. Dear

phr-ex992q4fy24 Quarterly Stakeholder Letter FOURTH QUARTER | FISCAL YEAR 2024 QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2024 | 2 1 We define "profitability" and “profitable,” discussed herein, in terms of Adjusted EBITDA.

PHR / Phreesia, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01699-phreesiainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Phreesia Inc Title of Class of Securities: Common Stock CUSIP Number: 71944F106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule

PHR / Phreesia, Inc. / BROWN ADVISORY INC - BROWN ADVISORY INC Passive Investment

SC 13G/A 1 phra120924.htm BROWN ADVISORY INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Phreesia, Inc. (Name of Issuer) (Title of Class of Securities) 71944F106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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) December 1, 2023 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission Fil

Credit Agreement dated as of December 4, 2023, by and among the Registrant and certain of its subsidiaries, as borrowers, the lenders party thereto and Capital One, National Association, as a lender and as agent for all lenders.

Exhibit 10.1 $50,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of December 4, 2023 by and among PHREESIA, INC., ACCESS EFORMS, LLC, MEDIFIND, INC., INSIGNIA HEALTH, LLC, CONNECTONCALL.COM, LLC and PHREESIA INTERNATIONAL, LLC, TOGETHER WITH THE OTHER PERSONS THAT ARE NOW OR FROM TIME TO TIME BECOME BORROWERS HEREUNDER, as Borrowers, THE OTHER PERSONS PARTY HERETO DESIGNATED FROM TIME TO TIME AS

Quarterly Stakeholder Letter THIRD QUARTER | FISCAL YEAR 2024 QUARTERLY STAKEHOLDER LETTER | THIRD QUARTER 2024 | 2 1 We define “profits”, “profitably” and “profitability”, discussed within, in terms of Adjusted EBITDA. 2 Full-time employees as of Oc

Quarterly Stakeholder Letter THIRD QUARTER | FISCAL YEAR 2024 QUARTERLY STAKEHOLDER LETTER | THIRD QUARTER 2024 | 2 1 We define “profits”, “profitably” and “profitability”, discussed within, in terms of Adjusted EBITDA.

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) October 31, 2023 January 31, 2023 (Unaudited) Assets Current: Cash and cash equivalents $ 103,366 $ 176,683 Settlement assets 24,083 22,599 Accounts receivable

Exhibit 99.1 Phreesia Announces Third Quarter Fiscal 2024 Results WILMINGTON, Delaware, December 5, 2023 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal third quarter ended October 31, 2023. "I am proud of our work during the third quarter to further our mission of helping patients take a more active role in their care." said CEO and Co-F

As filed with the Securities and Exchange Commission on September 7, 2023

As filed with the Securities and Exchange Commission on September 7, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 ASR (Form Type) Phreesia, Inc.

Form of Indenture for Senior Debt Securities and the Related Form of Senior Debt Security

Exhibit 4.6 PHREESIA, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Senior Debt Securities 1 TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS Section 1.01 Definitions of Terms ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01 Designation and Terms of Securities Section 2.02 Form of Securities and Trustee’s Certificate Section 2.03

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

ubordinated Debt Security

Exhibit 4.7 PHREESIA, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS Section 1.01 Definitions of Terms ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01 Designation and Terms of Securities Section 2.02 Form of Securities and Trustee’s Certificate Section 2

Amendment to the Seventh Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Quarter report on Form 10-Q (file No. 001-38977) filed with the Securities and Exchange Commission on September 7, 2023)

CERTIFICATE OF AMENDMENT TO THE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PHREESIA, INC.

Quarterly Stakeholder Letter SECOND QUARTER | FISCAL YEAR 2024 QUARTERLY STAKEHOLDER LETTER | SECOND QUARTER 2024 | 2 Dear Phreesia stakeholders, I am incredibly pleased with our team’s accomplishments in the second quarter of fiscal year 2024. We co

Quarterly Stakeholder Letter SECOND QUARTER | FISCAL YEAR 2024 QUARTERLY STAKEHOLDER LETTER | SECOND QUARTER 2024 | 2 Dear Phreesia stakeholders, I am incredibly pleased with our team’s accomplishments in the second quarter of fiscal year 2024.

Financial Statements and Exhibits, 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) September 6, 2023 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission Fi

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) July 31, 2023 January 31, 2023 (Unaudited) Assets Current: Cash and cash equivalents $ 127,677 $ 176,683 Settlement assets 25,158 22,599 Accounts receivable, n

Exhibit 99.1 Phreesia Announces Second Quarter Fiscal 2024 Results WILMINGTON, Delaware, September 6, 2023 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal second quarter ended July 31, 2023. "I am incredibly pleased and proud of our team’s accomplishments in the second quarter of fiscal year 2024. We continued to deliver excellent value f

1,096,436 Shares Common Stock Phreesia, Inc.

shar Filed Pursuant to Rule 424(b)(5) Registration No. 333-249541 Prospectus Supplement (To prospectus dated October 19, 2020) 1,096,436 Shares Common Stock Phreesia, Inc. This prospectus supplement relates to the resale by the selling stockholders listed in the section of this prospectus supplement entitled “Selling Stockholders” of 1,096,436 shares (the “Resale Shares”) of our common stock, par

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 11, 2023 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File

Calculation of Filing Fee Tables (Form Type) Phreesia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Phreesia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock, par value

Form of Stock Option Grant Agreement under the Phreesia, Inc. 2023 Inducement Award Plan.

Exhibit 10.3 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE PHREESIA, INC. 2023 INDUCEMENT AWARD PLAN Name of Optionee: No. of Option Shares: [FMV on Grant Date] Grant Date: Expiration Date: Pursuant to the Phreesia, Inc. 2023 Inducement Award Plan (the “Plan”), Phreesia, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Ex

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Phreesia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per

Form of RSU Award Agreement under the Phreesia, Inc. 2023 Inducement Award Plan.

Exhibit 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE PHREESIA, INC. 2023 INDUCEMENT AWARD PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Phreesia, Inc. 2023 Inducement Award Plan (the “Plan”), Phreesia, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above as a material indu

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) July 13, 2023 Phreesia, Inc. (Exac

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) July 13, 2023 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File N

Phreesia, Inc. 2023 Inducement Award Plan.

Exhibit 10.1 PHREESIA, INC. 2023 INDUCEMENT AWARD PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Phreesia, Inc. 2023 Inducement Award Plan (the “Plan”). The purpose of the Plan is to attract personnel for positions with Phreesia, Inc. (the “Company”) and its Subsidiaries through grants of Awards under the Plan which induce them to join the Company or its Subsi

As filed with the Securities and Exchange Commission on July 13, 2023.

As filed with the Securities and Exchange Commission on July 13, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 20-2275479 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Calculation of Filing Fee Tables (Form Type) Phreesia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Phreesia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock, par value

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) July 3, 2023 Phreesia, Inc. (Exact

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) July 3, 2023 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Nu

150,786 Shares Common Stock Phreesia, Inc.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-249541 Prospectus Supplement (To prospectus dated October 19, 2020) 150,786 Shares Common Stock Phreesia, Inc. This prospectus supplement relates to the resale by the selling stockholders listed in the section of this prospectus supplement entitled “Selling Stockholders” of 150,786 shares (the “Resale Shares”) of our common stock, par value $0.

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) June 28, 2023 Phreesia, Inc. (Exac

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) June 28, 2023 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File N

1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc., a Delaware corporation (the “Company”), and Michael Davidoff (the “Executive”) and is effective as

phr-secondamendedandrest 1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Quarterly Stakeholder Letter FIRST QUARTER | FISCAL YEAR 2024 QUARTERLY STAKEHOLDER LETTER | FIRST QUARTER 2024 | 2 Dear Phreesia stakeholders, I am pleased to share that our team got off to a solid start in fiscal 2024. Across the organization, we m

phr-ex992q1fy24 Quarterly Stakeholder Letter FIRST QUARTER | FISCAL YEAR 2024 QUARTERLY STAKEHOLDER LETTER | FIRST QUARTER 2024 | 2 Dear Phreesia stakeholders, I am pleased to share that our team got off to a solid start in fiscal 2024.

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) May 31, 2023 Phreesia, Inc. (Exact

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) May 31, 2023 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Nu

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) April 30, 2023 January 31, 2023 (Unaudited) Assets Current: Cash and cash equivalents $ 149,767 $ 176,683 Settlement assets 26,539 22,599 Accounts receivable,

Exhibit 99.1 Phreesia Announces First Quarter Fiscal 2024 Results WILMINGTON, Delaware, May 31, 2023 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal first quarter ended April 30, 2023. "Our team got off to a solid start in fiscal 2024. Across the organization, we made meaningful progress toward achieving our goals of continued growth and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 21, 2023 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-389

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant As of January 31, 2023 Phreesia, Inc. had no significant subsidiaries as defined in Rule 1-02(w) of Regulation S-X.

As filed with the Securities and Exchange Commission on March 23, 2023.

As filed with the Securities and Exchange Commission on March 23, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 20-2275479 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Third Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K (file No. 001-38977) filed with the Securities and Exchange Commission on March 23, 2023

Exhibit 3.2 THIRD AMENDED AND RESTATED BY-LAWS OF PHREESIA, INC. (the “Corporation”) ARTICLE 1 Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977 PHREESIA, INC.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Phreesia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2019 Stock Option and Incentive P

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share data) January 31, 2023 January 31, 2022 Assets Current: Cash and cash equivalents $ 176,683 $ 313,812 Settlement assets 22,599 19,590 Accounts receivable, net of allowance for dou

Exhibit 99.1 Phreesia Announces Fourth Quarter Fiscal 2023 Results WILMINGTON, Delaware, March 22, 2023 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal fourth quarter and fiscal year ended January 31, 2023. "There were many accomplishments and milestones achieved during Phreesia’s 18th year and fourth as a public company. We experienced c

Phreesia Announces Chief Financial Officer Transition

Exhibit 99.1 Phreesia Announces Chief Financial Officer Transition WILMINGTON, Del., March 22, 2023 - Phreesia, Inc. (NYSE: PHR), a leader in patient intake, outreach and activation, today announced the appointment of Balaji Gandhi as Phreesia’s Chief Financial Officer. Gandhi will succeed Randy Rasmussen, effective March 24, 2023. Rasmussen will serve as a Strategic Advisor to the Company for a p

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) March 22, 2023 Phreesia, Inc. (Exa

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) March 22, 2023 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File

Quarterly Stakeholder Letter FOURTH QUARTER | FISCAL YEAR 2023 QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2023 | 2 Dear Phreesia stakeholders, Phreesia achieved many accomplishments and milestones during our 18th year and fourth as a public compan

EX-99.2 3 phr-ex992q4fy23.htm EX-99.2 Quarterly Stakeholder Letter FOURTH QUARTER | FISCAL YEAR 2023 QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2023 | 2 Dear Phreesia stakeholders, Phreesia achieved many accomplishments and milestones during our 18th year and fourth as a public company. We experienced challenges, opportunities and successes, and we greatly appreciate the hard work of our team m

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) March 21, 2023 Phreesia, Inc. (Exa

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) March 21, 2023 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File

Second Amended and Restated Employment Agreement, effective March 24, 2023, between the Registrant and Balaji Gandhi.

phr-ex101secondamendedan SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc.

PHR / Phreesia Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Phreesia Inc. Title of Class of Securities: Common Stock CUSIP Number: 71944F106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

PHR / Phreesia Inc / BROWN ADVISORY INC - BROWN ADVISORY INCORPORATED Passive Investment

SC 13G 1 phr20923.htm BROWN ADVISORY INCORPORATED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Phreesia, Inc. (Name of Issuer) (Title of Class of Securities) 71944F106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) October 31, 2022 January 31, 2022 (Unaudited) Assets Current: Cash and cash equivalents $ 209,589 $ 313,812 Settlement assets 20,710 19,590 Accounts receivable

Exhibit 99.1 Phreesia Announces Third Quarter Fiscal 2023 Results WILMINGTON, Delaware, December 8, 2022 ? Phreesia, Inc. (NYSE: PHR) (?Phreesia? or the "Company") announced financial results today for the third quarter ended October 31, 2022. "Over the third quarter of fiscal year 2023, we at Phreesia remained focused helping our clients manage a challenging labor environment by implementing our

Quarterly Stakeholder Letter THIRD QUARTER | FISCAL YEAR 2023 QUARTERLY STAKEHOLDER LETTER | THIRD QUARTER 2023 | 2 Dear Phreesia stakeholders, Between long hours, overloaded schedules and the challenges of the pandemic, front-office staff at healthc

Quarterly Stakeholder Letter THIRD QUARTER | FISCAL YEAR 2023 QUARTERLY STAKEHOLDER LETTER | THIRD QUARTER 2023 | 2 Dear Phreesia stakeholders, Between long hours, overloaded schedules and the challenges of the pandemic, front-office staff at healthcare organizations across the country are burned out.

Financial Statements and Exhibits, 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) December 8, 2022 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Third Amended and Restated Non-Employee Director Compensation Policy, dated June 2022.

PHREESIA, INC. THIRD AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Third Amended and Restated Non-Employee Director Compensation Policy (the ?Policy?) of Phreesia, Inc. (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the

Phreesia, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) July 31, 2022 January 31, 2022 (Unaudited) Assets Current: Cash and cash equivalents $ 240,729 $ 313,812 Settlement assets 19,725 19,590 Accounts receivable, n

Exhibit 99.1 Phreesia Announces Fiscal Second Quarter 2023 Results RALEIGH, North Carolina, September 7, 2022 ? Phreesia, Inc. (NYSE: PHR) (?Phreesia? or the "Company") announced financial results today for the fiscal second quarter ended July 31, 2022. "I am extremely proud of our team?s accomplishments in the second quarter of fiscal year 2023. Phreesia impacts more than one in 10 patient visits

Financial Statements and Exhibits, 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) September 7, 2022 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission Fi

Quarterly Stakeholder Letter SECOND QUARTER | FISCAL YEAR 2023 QUARTERLY STAKEHOLDER LETTER | SECOND QUARTER 2023 | 2 Dear Phreesia stakeholders, I am extremely proud of our team’s accomplishments in the second quarter of fiscal year 2023. Phreesia i

Quarterly Stakeholder Letter SECOND QUARTER | FISCAL YEAR 2023 QUARTERLY STAKEHOLDER LETTER | SECOND QUARTER 2023 | 2 Dear Phreesia stakeholders, I am extremely proud of our team?s accomplishments in the second quarter of fiscal year 2023.

Submission of Matters to a Vote of Security Holders

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) June 30, 2022 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File N

Fourth Amended and Restated Employment Agreement between Phreesia, Inc. and Thomas Altier, effective February 1, 2022 (filed herewith).

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Fourth Amended and Restated Employment Agreement (?Agreement?) is made between Phreesia, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Statements and Exhibits, 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) June 2, 2022 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Nu

Phreesia Announces Fiscal First Quarter 2023 Results

Exhibit 99.1 Phreesia Announces Fiscal First Quarter 2023 Results RALEIGH, North Carolina, June 2, 2022 ? Phreesia, Inc. (NYSE: PHR) (?Phreesia? or the "Company") announced financial results today for the fiscal first quarter ended April 30, 2022. "We started the year strong with gains in new clients and expansion within existing clients across healthcare services and life sciences and began to ge

Quarterly Stakeholder Letter FIRST QUARTER | FISCAL YEAR 2023 QUARTERLY STAKEHOLDER LETTER | FIRST QUARTER 2023 | 2 Dear Phreesia stakeholders, Our team’s performance in the first quarter of fiscal year 2023 was commendable. We started the year stron

Quarterly Stakeholder Letter FIRST QUARTER | FISCAL YEAR 2023 QUARTERLY STAKEHOLDER LETTER | FIRST QUARTER 2023 | 2 Dear Phreesia stakeholders, Our team?s performance in the first quarter of fiscal year 2023 was commendable.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 phr-fy2022proxy.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Phreesia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2019 Stock Option and Incentive P

Subsidiaries of the Registrant

EX-21.1 3 phrfy2022-exhibit211.htm EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant As of January 31, 2022 Phreesia, Inc. had no significant subsidiaries as defined in Rule 1-02(w) of Regulation S-X.

2019 Stock Option and Incentive Plan and form of awards thereunder.

Exhibit 10.3 PHREESIA, INC. 2019 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Phreesia, Inc. 2019 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Phreesia, Inc. (the ?Company?) and its Affiliates upon whose judgment,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2022 OR ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977 PHREESIA, INC.

As filed with the Securities and Exchange Commission on March 31, 2022.

S-8 1 phr-formsx82022.htm S-8 As filed with the Securities and Exchange Commission on March 31, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 20-2275479 (State or other jurisdiction of incorporation or

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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) March 28, 2022 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File

Phreesia Announces Fiscal Year Ended January 31, 2022 Results

Exhibit 99.1 Phreesia Announces Fiscal Year Ended January 31, 2022 Results RALEIGH, N.C., March 30, 2022 ? Phreesia, Inc. (NYSE: PHR) (?Phreesia? or the "Company") announced financial results today for the fiscal fourth quarter and fiscal year ended January 31, 2022. "Our organization has accomplished much to be proud of in fiscal year 2022, Phreesia?s 17th year and our third as a public company,"

Quarterly Stakeholder Letter FOURTH QUARTER | FISCAL YEAR 2022 QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 2 Dear Phreesia stakeholders, Our organization has accomplished much to be proud of in fiscal year 2022, Phreesia’s 17th year and our

Quarterly Stakeholder Letter FOURTH QUARTER | FISCAL YEAR 2022 QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 2 Dear Phreesia stakeholders, Our organization has accomplished much to be proud of in fiscal year 2022, Phreesia?s 17th year and our third as a public company.

First Loan Modification Agreement to Second Amended and Restated Loan and Security Agreement, dated as of March 28, 2022, by and between the Registrant and Silicon Valley Bank

FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (this ?Loan Modification Agreement?) is entered into as of March 28, 2022, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (?Bank?) and PHREESIA, INC.

PHR / Phreesia Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01662-phreesiainc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Phreesia Inc. Title of Class of Securities: Common Stock CUSIP Number: 71944F106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Phreesia Announces Fiscal Third Quarter 2022 Results

Exhibit 99.1 Phreesia Announces Fiscal Third Quarter 2022 Results Raleigh, North Carolina, December 8, 2021 ? Phreesia, Inc. (NYSE: PHR) (?Phreesia?) announced financial results today for the fiscal third quarter ended October 31, 2021. "We celebrated an important milestone in September as we surpassed 100 million patient visits enabled by our platform during the previous twelve months", said CEO

Financial Statements and Exhibits, 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) December 8, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission Fil

Quarterly Stakeholder Letter THIRD QUARTER | FISCAL YEAR 2022 QUARTERLY STAKEHOLDER LETTER | THIRD QUARTER 2022 | 2 Dear Phreesia stakeholders, We celebrated an important milestone in September when we exceeded 100 million patient visits enabled by o

Quarterly Stakeholder Letter THIRD QUARTER | FISCAL YEAR 2022 QUARTERLY STAKEHOLDER LETTER | THIRD QUARTER 2022 | 2 Dear Phreesia stakeholders, We celebrated an important milestone in September when we exceeded 100 million patient visits enabled by our platform over the previous 12 months.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) September 28, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977 PHREESIA, INC.

Phreesia Announces Fiscal Second Quarter 2022 Results

Exhibit 99.1 Phreesia Announces Fiscal Second Quarter 2022 Results Raleigh, North Carolina, September 1, 2021 ? Phreesia, Inc. (NYSE: PHR) (?Phreesia?) announced financial results today for the fiscal second quarter ended July 31, 2021. "Throughout our second quarter of Fiscal Year 2022, we again helped our clients drive patient self-service on our platform through the use of tools like mobile che

Stakeholder letter, dated

Financial Statements and Exhibits, 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) September 1, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 18, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File

Submission of Matters to a Vote of Security Holders

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) July 8, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Nu

Second Amended and Restated Employment Agreement, effective February 1, 2021, by and between the Registrant and David Linetsky.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is made between Phreesia, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977 PHREESIA, INC.

Amended and Restated Employment Agreement, effective February 1, 2021, by and between the Registrant and Allison Hoffman.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is made between Phreesia, Inc.

Second Amended and Restated Non-Employee Director Compensation Policy.

PHREESIA, INC. SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Second Amended and Restated Non-Employee Director Compensation Policy (the ?Policy?) of Phreesia, Inc. (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of th

Stakeholder letter, dated June 3, 2021, by Phreesia, Inc.

Financial Statements and Exhibits, 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) June 3, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Nu

Phreesia Announces Fiscal First Quarter 2022 Results

Exhibit 99.1 Phreesia Announces Fiscal First Quarter 2022 Results Raleigh, North Carolina, April 30, 2021 ? Phreesia, Inc. (NYSE: PHR) (?Phreesia?) announced financial results today for the fiscal first quarter ended April 30, 2021. "We carried the momentum of the strong finish to our fiscal year 2021 into the first quarter of fiscal 2022. As we look ahead, we?re excited to continue providing heal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Second Amended and Restated Employment Agreement, effective May 1, 2021, by and between the Registrant and Randy Rasmussen.

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (?Agreement?) is made between Phreesia, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) April 29, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File

Third Amended and Restated Employment Agreement between Phreesia, Inc. and Thomas Altier, effective May 1, 2021.

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amended and Restated Employment Agreement (?Agreement?) is made between Phreesia, Inc.

Phreesia Announces Proposed Public Offering of Common Stock

EX-99.1 Exhibit 99.1 Phreesia Announces Proposed Public Offering of Common Stock April 6, 2021 RALEIGH, N.C.—(BUSINESS WIRE)—Phreesia, Inc. (“Phreesia”) (NYSE: PHR), a leading patient intake management platform, announced today that it has commenced an underwritten public offering of 4,500,000 shares of its common stock (the “Offering”), to be offered by the Company. In addition, the Company expec

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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) April 6, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorporation or organization) (Commis

Phreesia Announces Pricing of Public Offering of Common Stock

EX-99.2 5 d148572dex992.htm EX-99.2 Exhibit 99.2 Phreesia Announces Pricing of Public Offering of Common Stock April 7, 2021 RALEIGH, N.C.—(BUSINESS WIRE)—Phreesia, Inc. (“Phreesia”) (NYSE:PHR), a leading patient intake management platform, announced today the pricing of its previously announced underwritten public offering of 4,500,000 shares of its common stock (the “Offering”) at a price to the

Underwriting Agreement, dated as of April 7, 2021, by and among Phreesia, Inc. and J.P. Morgan Securities LLC and William Blair & Company, L.L.C., as representatives of the underwriters

EX-1.1 2 d148572dex11.htm EX-1.1 Exhibit 1.1 Phreesia, Inc. 4,500,000 Shares of Common Stock Underwriting Agreement April 7, 2021 J.P. Morgan Securities LLC William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o William Blair & Company, L.L.C. 150 North Riverside Plaza

Phreesia Announces Closing of Public Offering and Full Exercise of the Underwriters’ Option to Purchase Additional Shares

Exhibit 99.3 Phreesia Announces Closing of Public Offering and Full Exercise of the Underwriters? Option to Purchase Additional Shares April 12, 2021 RALEIGH, N.C.?(BUSINESS WIRE)?Phreesia, Inc. (the ?Company?) (NYSE:PHR), a leading patient intake management platform, announced today the closing of the underwritten public offering of 5,175,000 shares of its common stock (the ?Offering?) all of whi

CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED(1) PROPOSED MAXIMUM OFFERING PRICE PER SHARE PROPOSED MAXIMUM AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION FEE(2) Common Stock, par value $0

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-249541 CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED(1) PROPOSED MAXIMUM OFFERING PRICE PER SHARE PROPOSED MAXIMUM AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION FEE(2) Common Stock, par value $0.01 per share: 5,175,000 $50.00 $258,750,000.00 $28,229.63 (1) In

Joint Book-Running Managers J.P. Morgan William Blair Allen & Company LLC Piper Sandler

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-249541 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell

As filed with the Securities and Exchange Commission on March 31, 2021.

As filed with the Securities and Exchange Commission on March 31, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 20-2275479 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant As of January 31, 2021 Phreesia, Inc. had no significant subsidiaries as defined in Rule 1-02(w) of Regulation S-X.

Second Amended and Restated By-laws of the Registrant (incorporated by reference to exhibit 3.2 to the Registrant's Annual Report on Form 10-K (file No. 001-38977) filed with the Securities and Exchange Commission on March 31, 2021

EX-3.2 2 ex32-phrsecondamendedandre.htm EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF PHREESIA, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2021 OR ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977 PHREESIA, INC.

Phreesia Announces Fiscal Year End 2021 Results

EX-99.1 2 phrex-991earningsreleaseq4.htm EX-99.1 Exhibit 99.1 Phreesia Announces Fiscal Year End 2021 Results Raleigh, North Carolina, March 30, 2021 – Phreesia, Inc. (NYSE: PHR) (“Phreesia”) announced financial results today for the fiscal fourth quarter and fiscal year ended January 31, 2021. "Our team’s strength and resilience throughout a challenging fiscal 2021 supported our clients and helpe

Financial Statements and Exhibits, 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) March 30, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorporation or organization) (Commi

2/20/2021 Impact COVID-19 Outpatient Visits 2020: Visits Remained Stable | Commonwealth Fund https://www.commonwealthfund.org/publications/2021/feb/impact-covid-19-outpatient-visits-2020-visits-stable-despite-late-surge 1/11 From the vaccine rollout

exhibit991 2/20/2021 Impact COVID-19 Outpatient Visits 2020: Visits Remained Stable | Commonwealth Fund https://www.

Regulation FD Disclosure, Financial Statements and Exhibits

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) February 22, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information To Be Included In Statements Filed Pursuant To § 240.13d-1(b), (c), and (d) and Amendments Thereto Filed Pursuant To § 240.13d-2 Under the

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information To Be Included In Statements Filed Pursuant To § 240.13d-1(b), (c), and (d) and Amendments Thereto Filed Pursuant To § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Phreesia, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Phreesia, Inc. (Name

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Phreesia, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 71944F106 (CUSIP Number) December 31, 2020 (Date of Event W

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1) Phreesi

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1) Phreesia, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 71944F106 (CUSIP Number) December 31, 2020 (D

Second Amended and Restated Employment Agreement between Phreesia, Inc. and Thomas Altier, effective February 1, 2021.

ex102-taltierempagmt EXHIBIT 10.2 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc., a Delaware corporation (the “Company”), and Thomas Altier (the “Executive”) and is effective as of February 1, 2021. WHEREAS, the Company and the Executive previously entered into that certain Amended and Restated Emp

Second Amended and Restated Employment Agreement, effective February 1, 2021, by and between the Registrant and Evan Roberts

ex103-erobertsemployment EXHIBIT 10.3 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc., a Delaware corporation (the “Company”), and Evan Roberts (the “Executive”) and is effective as of February 1, 2021. WHEREAS, the Company and the Executive previously entered into that certain Amended and Restated

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) January 25, 2021 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorporation or organization) (Com

Second Amended and Restated Employment Agreement, effective February 1, 2021, by and between the Registrant and Chaim Indig

ex101-cindigemploymentag EXHIBIT 10.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc., a Delaware corporation (the “Company”), and Chaim Indig (the “Executive”) and is effective as of February 1, 2021. WHEREAS, the Company and the Executive previously entered into that certain Amended and Restated E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

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) December 8, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorporation or organization) (Com

Phreesia Announces Planned CFO Transition in 2021: Chief Financial Officer Tom Altier to Retire, Randy Rasmussen Named New CFO

Phreesia Announces Planned CFO Transition in 2021: Chief Financial Officer Tom Altier to Retire, Randy Rasmussen Named New CFO NEW YORK, Dec.

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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) December 8, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorporation or organization) (Com

Phreesia Announces Fiscal Third Quarter 2021 Results

Exhibit 99.1 Phreesia Announces Fiscal Third Quarter 2021 Results NEW YORK, December 8, 2020 – Phreesia, Inc. (NYSE: PHR) (“Phreesia”) announced financial results today for the fiscal third quarter ended October 31, 2020. "Our third quarter results reflect our entire team’s commitment to our clients and Phreesia's mission of creating a better, more engaging healthcare experience,” said Phreesia CE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 phreesia-8xkx102120.htm 8-K 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) October 19, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of i

Phreesia Announces Pricing of Public Offering of Common Stock

Exhibit 99.2 Phreesia Announces Pricing of Public Offering of Common Stock NEW YORK-(BUSINESS WIRE)-Phreesia, Inc. (“Phreesia”) (NYSE:PHR), a leading patient intake management platform, announced today the pricing of its previously announced underwritten public offering of 5,000,000 shares of its common stock (the “Offering”) at a price to the public of $32.00 per share, all of which will be sold

Amount to be Registered(1)

Table of Contents CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered(1) Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, par value $0.

Phreesia Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Phreesia Announces Proposed Public Offering of Common Stock October 19, 2020 04:10 PM Eastern Standard Time NEW YORK-(BUSINESS WIRE)-Phreesia, Inc. (“Phreesia”) (NYSE: PHR), a leading patient intake management platform, announced today that it has commenced an underwritten public offering of 5,000,000 shares of its common stock (the “Offering”), to be offered by the Company. In additi

Underwriting Agreement, dated as of October 20, 2020, by and among Phreesia, Inc. and J.P. Morgan Securities LLC and William Blair & Company, L.L.C., as representatives of the underwriters

Exhibit 1.1 Phreesia, Inc. 5,000,000 Shares of Common Stock Underwriting Agreement October 20, 2020 J.P. Morgan Securities LLC William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, IL 60606 Ladies and

Joint Book-Running Managers

Filed pursuant to Rule 424(b)(5) Registration No. 333-249541 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities a

Form of indenture for senior debt securities and the related form of senior debt security.

Exhibit 4.7 PHREESIA, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Senior Debt Securities 1 TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS Section 1.01 Definitions of Terms ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01 Designation and Terms of Securities Section 2.02 Form of Securities and Trustee’s Certificate Section 2.03

Form of indenture for subordinated debt securities and the related form of subordinated debt security.

Exhibit 4.8 PHREESIA, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS Section 1.01 Definitions of Terms ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01 Designation and Terms of Securities Section 2.02 Form of Securities and Trustee’s Certificate Section 2

- S-3ASR

S-3ASR 1 phreesia-sx3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on October 19, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 7389 20-2275479 (State or other jur

Regulation FD Disclosure, Financial Statements and Exhibits

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) October 15, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission Fil

EX-99.1

exhibit991

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K/A 1 phr8-k9920.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 8, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of inc

Phreesia Announces Fiscal Second Quarter 2021 Results

Exhibit 99.1 Phreesia Announces Fiscal Second Quarter 2021 Results NEW YORK, September 8, 2020 – Phreesia, Inc. (NYSE: PHR) (“Phreesia”) announced financial results today for the second quarter ended July 31, 2020. “I am proud of Phreesia’s ability to serve our clients, take care of our team and further our mission of creating a better, more engaging healthcare experience as our communities grappl

First Amendment to Strategic Alliance Agreement, dated as of June 10, 2020, by and between the Registrant and Allscripts Healthcare, LLC.

EX-10.2 2 phr2020731ex102.htm EX-10.2 FIRST AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT This First Amendment to the Strategic Alliance Agreement (this “First Amendment”) is entered into as of July 1, 2020 (the “First Amendment Effective Date”), by and between Phreesia, Inc., a Delaware corporation (“Phreesia”), and Allscripts Healthcare, LLC, a North Carolina limited liability company (“Allscrip

Amended and Restated Non-Employee Director Compensation Policy

PHREESIA, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Phreesia, Inc. (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or i

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977 PHR

Phreesia Announces Fiscal Second Quarter 2021 Results

Exhibit 99.1 Phreesia Announces Fiscal Second Quarter 2021 Results NEW YORK, September 8, 2020 – Phreesia, Inc. (NYSE: PHR) (“Phreesia”) announced financial results today for the second quarter ended July 31, 2020. “I am proud of Phreesia’s ability to serve our clients, take care of our team and further our mission of creating a better, more engaging healthcare experience as our communities grappl

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 phr8-kq2fy21.htm 8-K 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) September 8, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorpo

The Impact of the COVID-19 Pandemic on Outpatient Visits: Changing Patterns of Care in the Newest COVID-19 Hot Spots August 13, 2020 | Ateev Mehrotra, Michael Chernew, David Linetsky, Hilary Hatch, David Cutler, and Eric C. Schneider The COVID-19 pan

EX-99.1 2 exhibit991.htm EX-99.1 The Impact of the COVID-19 Pandemic on Outpatient Visits: Changing Patterns of Care in the Newest COVID-19 Hot Spots August 13, 2020 | Ateev Mehrotra, Michael Chernew, David Linetsky, Hilary Hatch, David Cutler, and Eric C. Schneider The COVID-19 pandemic has brought dramatic changes to the delivery of outpatient care. To decrease the risk of transmitting the novel

Regulation FD Disclosure, Financial Statements and Exhibits

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 13, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) July 15, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File N

Submission of Matters to a Vote of Security Holders

8-K 1 phr-8kannualmeeting7820.htm 8-K 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) July 8, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organ

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Regulation FD Disclosure, Financial Statements and Exhibits

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) June 25, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File N

Entry into a Material Definitive Agreement

8-K 1 phr-8xk06102020allscri.htm 8-K 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) June 10, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organ

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977 PH

Phreesia Announces Fiscal First Quarter 2021 Results

EX-99.1 2 phr-ex991q1fy21.htm EX-99.1 Exhibit 99.1 Phreesia Announces Fiscal First Quarter 2021 Results NEW YORK, June 8, 2020 – Phreesia, Inc. (NYSE: PHR) (“Phreesia”) announced financial results today for the first quarter ended April 30, 2020. Fiscal First Quarter 2021 Highlights •Revenue was $33.4 million in the quarter as compared to $28.3 million in the same period in the prior year, an incr

Financial Statements and Exhibits, 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) June 8, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorporation or organization) (Commiss

Amendment No. 1 to Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38977) filed with the Securities and Exchange Commission on June 1, 2020)

EX-3.1 2 phr-byxlawsamendment.htm EX-3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF PHREESIA, INC. (the “Corporation”) Article VI, Section 8 of the Amended and Restated By-laws of the Corporation (the “By-laws”), is hereby amended and restated in its entirety as follows: “SECTION 8. Exclusive Jurisdiction of Delaware Courts or the United States District Court for the Southern Dis

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 phr-8xkbylawsamendment.htm 8-K 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) May 27, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organi

- DEFA14A

DEFA14A 1 nc10012368x1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

- DEFA14A

DEFA14A 1 nc10012368x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

Schedule 14A

DEF 14A 1 phr-fy2020xproxy.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

5/19/2020 The Impact of the COVID-19 Pandemic on Outpatient Visits: A Rebound Emerges | Commonwealth Fund The Impact of the COVID-19 Pandemic on Outpatient Visits: A Rebound Emerges May 19, 2020 | Ateev Mehrotra, Michael Chernew, David Linetsky, Hila

theimpactofthecovid-19pa 5/19/2020 The Impact of the COVID-19 Pandemic on Outpatient Visits: A Rebound Emerges | Commonwealth Fund The Impact of the COVID-19 Pandemic on Outpatient Visits: A Rebound Emerges May 19, 2020 | Ateev Mehrotra, Michael Chernew, David Linetsky, Hilary Hatch, and David Cutler The COVID-19 pandemic has dramatically changed how outpatient care is delivered in health care practices.

Regulation FD Disclosure, Financial Statements and Exhibits

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) May 19, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Nu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 phr-8xkrefinance.htm 8-K 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) May 5, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)

Second Amended and Restated Loan and Security Agreement, dated as of May 5, 2020, by and between the Registrant and Silicon Valley Bank

EX-10.1 2 secondamendedandrestat.htm EX-10.1 Exhibit 10.1 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 5, 2020 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and PHREESIA, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall

- S-8

As filed with the Securities and Exchange Commission on April 23, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 20-2275479 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Description of Capital Stock

Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Phreesia, Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our common stock and certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws currently in effect. This summary does not purport to be complete and is qualified in its enti

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38977 PHREESIA, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 phr8-k.htm 8-K 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) April 22, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorporation or

Phreesia Announces Fiscal Year End 2020 Results

Exhibit 99.1 Phreesia Announces Fiscal Year End 2020 Results NEW YORK, April 22, 2020 – Phreesia, Inc. (NYSE: PHR) (“Phreesia”) announced financial results today for the fiscal fourth quarter and year ended January 31, 2020. Fiscal Fourth Quarter 2020 Highlights •Revenue was $32.8 million in the quarter as compared to $26.5 million in the same period in the prior year, an increase of 24%. •Average

Other Events

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) April 6, 2020 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorporation or organization) (Commis

PHR / Phreesia, Inc. / LLR EQUITY PARTNERS IV, L.P. - SC 13G Passive Investment

SC 13G 1 d785492dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information To Be Included In Statements Filed Pursuant To § 240.13d-1(b), (c), and (d) and Amendments Thereto Filed Pursuant To § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Phreesia, Inc. (Name of Issuer) Common Stock, $0.001 par value pe

Agreement of Joint Filing

EX-99.A 2 d885485dex99a.htm EX-99.A CUSIP NO. 10316T106 13G EXHIBIT A Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Phreesia, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Date: February 13, 2020 HLM VENTURE PARTNERS II

PHR / Phreesia, Inc. / HLM VENTURE PARTNERS II, L.P. - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Phreesia, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 71944F106 (CUSIP Number) December 31, 2019 (Date of Event Whic

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

EX-99.A 2 d882862dex99a.htm EX-99.A Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of

PHR / Phreesia, Inc. / Polaris Venture Partners V, L.P. - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. ) Phreesia, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 71944F106 (CUSIP Number) December 31, 2019 (Date

FY 2017 Cohort contribution margin analysis FY 2018 Cohort contribution margin analysis

424B4 1 d822855d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-235439 Prospectus 6,750,000 shares Common stock The selling stockholders identified in this prospectus are offering 6,750,000 shares of our common stock. We are not selling any shares under this prospectus and will not receive any proceeds from the sale of shares by the selling stockholders. Our

PHR / Phreesia, Inc. S-1MEF - - S-1MEF

S-1MEF As filed with the Securities and Exchange Commission on December 12, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 7389 20-2275479 (State or other jurisdiction of incorporation or organization) (

PHR / Phreesia, Inc. CORRESP - -

CORRESP 1 filename1.htm Phreesia, Inc. 432 Park Avenue South, 12th Floor New York, New York 10016 VIA EDGAR December 10, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Daniel Morris Re: Phreesia, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-235439 Requested Date: December 12, 2019 Req

Lease Modification Agreement No. 2, dated as of October 22, 2019, by and between the Registrant and Phoenix Limited Partnership of Raleigh.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. STATE OF NORTH CAROLINA WAKE COUNTY LEASE MODIFICATION AGREEMENT NO. 2 THIS LEASE MODIFICATION AGREEMENT NO. 2 (this “Agreement”) is made and entered into as of the 22d day of October, 20

Amendment to Master Software License and Services Agreement, dated as of September 30, 2019, by and between the Registrant and Ascension Health Resource and Supply Management Group, LLC

EX-10.2 Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. ASCENSION HEALTH RESOURCE AND SUPPLY MANAGEMENT GROUP, LLC AMENDMENT TO MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT NUMBER PHREE-0000286 THIS AMENDMENT is made and entered into

Quarterly Report - FORM 10-Q

10-Q 1 d800586d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 Phreesia, Inc. [ ● ] Shares of Common Stock Underwriting Agreement [ ● ], 2019 J.P. Morgan Securities LLC Wells Fargo Securities, LLC William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor New Yo

Power of Attorney.

S-1 1 d822855ds1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on December 10, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 7389 20-2275479 (State or other jurisdi

PHR / Phreesia, Inc. CORRESP - -

CORRESP VIA EDGAR December 10, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Daniel Morris Re: Phreesia, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-235439) Ladies and Gentlemen: As representatives of the several underwriters of the proposed public offering of common stock of the Company, w

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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) December 9, 2019 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorporation or organizat

Phreesia Announces Fiscal Third Quarter 2020 Results

EX-99.1 2 d761528dex991.htm EX-99.1 Exhibit 99.1 Phreesia Announces Fiscal Third Quarter 2020 Results NEW YORK, December 9, 2019 – Phreesia, Inc. (NYSE: PHR) (“Phreesia”) announced financial results today for the fiscal third quarter and nine months ended October 31, 2019. “We are pleased with our third quarter results and the continued support of our clients and partners” said Chaim Indig, Chief

PHR / Phreesia, Inc. DRS - -

DRS 1 filename1.htm Table of Contents Confidential Treatment Requested by Phreesia, Inc. Pursuant to 17 C.F.R. § 200.83 As confidentially submitted to the Securities and Exchange Commission on November 27, 2019. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UN

PHR / Phreesia, Inc. 10-Q/A - Quarterly Report - 10-Q/A

10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38977) filed with the Securities and Exchange Commission on September 10, 2019)

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF PHREESIA, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may s

PHR / Phreesia, Inc. 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 d770299d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

Seventh Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly report on Form 10-Q (file No. 001-38977) filed with the Securities and Exchange commission on September 10, 2019)

EX-3.1 Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PHREESIA, INC. Phreesia, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Phreesia, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of D

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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) September 9, 2019 Phreesia, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38977 20-2275479 (State or other jurisdiction of incorporation or organiza

Phreesia, Inc. Announces Fiscal Second Quarter 2020 Results

EX-99.1 Exhibit 99.1 Phreesia, Inc. Announces Fiscal Second Quarter 2020 Results NEW YORK, September 9, 2019 – Phreesia, Inc. (NYSE: PHR) (“Phreesia”) announced financial results today for the fiscal second quarter and six months ended July 31, 2019. “Phreesia’s mission is to create a better, more engaging healthcare experience,” said Chaim Indig, Chief Executive Officer of Phreesia. “We are pleas

PHR / Phreesia, Inc. S-8 - - S-8

S-8 1 d780596ds8.htm S-8 As filed with the Securities and Exchange Commission on July 25, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 20-2275479 (State or other jurisdiction of incorporation or organi

9,288,194 Shares Common Stock J.P. Morgan Wells Fargo Securities William Blair Allen & Company LLC Piper Jaffray

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-232264 and 333-232695 Prospectus 9,288,194 Shares Common Stock This is the initial public offering of the common stock of Phreesia, Inc. We are offering 7,812,500 shares of common stock and the selling stockholders are offering 1,475,694 shares of common stock in this offering. We will not receive any proceeds from the

As filed with the Securities and Exchange Commission on July 17, 2019.

As filed with the Securities and Exchange Commission on July 17, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 PHREESIA, INC. (Exact name of registrant as specified in its charter) Delaware 7389 20-2275479 (State or other jurisdiction of incorporation or organization) (Primary Sta

PHR / Phreesia, Inc. CORRESP - -

CORRESP VIA EDGAR July 15, 2019 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

PHR / Phreesia, Inc. CORRESP - -

CORRESP Goodwin Procter LLP 620 8th Avenue New York, NY 10018 goodwinlaw.com +1 212 813 8800 July 15, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Mara Ransom Katherine Bagley Re: Phreesia, Inc. Victor Kats Resignation Letter Dear Ms. Ransom and Ms. Bagley: On behalf of Phreesia,

Form of Underwriting Agreement.

EX-1.1 2 d692551dex11.htm EX-1.1 Exhibit 1.1 Phreesia, Inc. [•] Shares of Common Stock Underwriting Agreement July [ ], 2019 J.P. Morgan Securities LLC Wells Fargo Securities, LLC William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Wells Fargo Securities, LLC 375 Pa