Phreesia, Inc.

1. Background and liquidity

(a) Background

Phreesia, Inc. (the "Company") is a leading provider of comprehensive software solutions that improve the operational and financial performance of healthcare organizations and improve health outcomes by helping patients take a more active role in their care. The Company has created an integrated and streamlined system that automates data capture and activates patients before, during and after their interaction with their healthcare services provider. The Company's solutions include SaaS-based integrated tools that manage patient access, registration and payments. Additionally, the Company offers tools to communicate with patients about their health that have demonstrated increased rates of preventive care and vaccinations. Additionally, Phreesia's solutions include clinical assessments to screen patients for a variety of physical, behavioral and mental health conditions, helping providers to better understand their patients and connect them to needed services, resulting in improved health outcomes. The Company also provides life sciences companies, government entities, patient advocacy, public interest and not-for-profit and other organizations with a channel for direct education and communication with patients in a privacy-protected environment. Phreesia's solutions also include additional products and services such as the MediFind provider directory, which helps patients find care based on providers' specialty and condition expertise. Phreesia offers its healthcare services clients the ability to lease tablets ("PhreesiaPads") and on-site kiosks ("Arrivals Kiosks") along with their monthly subscription. The Company was formed in May 2005. On November 12, 2025, subsequent to the end of the third quarter, the Company completed the acquisition of AccessOne Parent Holdings, Inc. (together with its subsidiaries, “AccessOne”), which provides financing solutions for healthcare receivables and offers healthcare providers a scalable, compliant and operationally efficient tool that improves collections without undermining patient trust.

(b) Liquidity

For most of the Company’s history, the Company has not generated sufficient revenue to meet its operating expenses and may incur net losses in the future. To date, the Company has primarily relied upon the proceeds from issuances of common stock, debt and preferred stock to fund its operations as well as sales of Company products and services in the normal course of business.

Subsequent to quarter-end, on November 12, 2025, the Company completed its previously announced acquisition of AccessOne. The purchase price per the agreement was funded with a combination of cash and the net proceeds from a new,364-day $110 million secured term loan (the “Bridge Loan”) entered into on the Closing Date.The Bridge Loan has a principal amount of $110 million and bears interest at a per annum rate equal to the three month SOFR rate plus a margin of 4.00% per annum. The Bridge Loan matures on November 11, 2026. The interest rate applicable to the Bridge Loan will increase by 0.5% every three months following the closing date of November 12, 2025.

Capital One Credit Facility

First Amendment to Capital One Credit Facility

Subsequent to quarter-end, on November 12, 2025, the Company entered into the First Amendment to the Capital One Credit Facility (as defined herein). The First Amendment to the Capital One facility amended the covenant limiting acquisitions to permit the acquisition of AccessOne, amended the covenant limiting additional indebtedness to accommodate the Bridge Loan, and amended the security interest supporting the Capital One Credit Facility to permit the security interests granted in connection with the Bridge Loan. The amendment included further changes to sections governing mandatory and voluntary prepayments, negative covenants and events of default to accommodate the existence of the Bridge Loan.

Management believes that the Company’s cash and cash equivalents, along with cash generated in its normal operations and the available borrowing capacity under the Capital One Credit Facility will be sufficient to meet the Company’s needs for at least the next 12 months.

The Company may seek to obtain additional financing, if needed, to successfully implement its long-term strategy.

2. Basis of presentation

(a)Consolidated financial statements

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and regulations of the Securities and Exchange Commission ("SEC") regarding quarterly financial reporting and include the accounts of Phreesia, Inc., its branch operation in Canada and its consolidated subsidiaries (or collectively, the "Company").

(b)Fiscal year

The Company’s fiscal year ends on January 31. References to fiscal 2026 and 2025 refer to the fiscal years ending on January 31, 2026 and January 31, 2025, respectively.

(c) Unaudited interim financial statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s interim financial position as of October 31, 2025 and the results of its operations, changes in its stockholders' equity and its cash flows for the periods ended October 31, 2025 and 2024. The results for the interim periods are not necessarily indicative of results to be expected for the full year, any other interim periods, or any future year or period. The Company’s management believes that the disclosures herein are adequate to make the information presented not misleading when read in conjunction with the audited financial statements and accompanying notes for the fiscal year ended January 31, 2025.

3. Summary of significant accounting policies

The Company’s significant accounting policies are disclosed in the audited financial statements for the fiscal year ended January 31, 2025. Since the date of those audited financial statements, there have been no material changes to the Company’s significant accounting policies, including the status of recent accounting pronouncements, other than those detailed below.

(a)Use of estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other market-specific factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments. Although management believes its estimates and assumptions are reasonable under the circumstances at the time they are made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Actual results could differ from those estimates made under different assumptions or circumstances. These judgments, estimates and assumptions are used for, but not limited to revenue recognition, the allowance for doubtful accounts, contingent liabilities, the determination of the useful lives of long-lived assets, the capitalization, valuation and recoverability of goodwill and other long-lived assets, the fair value of securities underlying stock-based compensation and the fair value of identifiable assets and liabilities and deferred consideration in business acquisitions.

(b)Concentrations of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and settlement assets. The Company’s cash and cash equivalents are held by established financial institutions. The Company does not require collateral from its customers and generally requires payment within 30 to 60 days of billing. Settlement assets are amounts due from well-established payment processing companies and normally takeone ortwo business days to settle, which mitigates the associated risk of concentration. The Company utilizesone third-party payment processor.

The Company’s customers are primarily physician’s offices and other healthcare services organizations located in the United States as well as pharmaceutical companies. The Company did not have any individual customers that represented more than 10% of total revenues for the three and nine months ended October 31, 2025 and 2024. As of both October 31, 2025 and January 31, 2025, the Company had receivables from one entity that accounted for at least 10% of total accounts receivable.

(c)Risks and uncertainties

The Company is subject to a variety of risk factors, including the economy, data privacy and security laws and government regulations. Additionally, the Company is subject to other risks associated with the markets in which it operates including reliance on third-party vendors, partners, and service providers. The Company has a substantial number of employees in Canada and India and the Company supplements its workforce with contractors and consultants in domestic and international locations. Certain of the Company's service providers, including certain third-party software developers, are located in international locations subject to warfare and/or political and economic instability, such as Ukraine and India. As with any business, operation of the Company involves risk, including the risk of service interruption impacting the operations of the Company's business and the Company's customer’s facilities below expected levels of operation, shut downs due to the breakdown or failure of information technology and communications systems, changes in laws or regulations, political and economic instability, or catastrophic events such as fires, earthquakes, floods, explosions, global health concerns such as pandemics or other similar occurrences affecting the delivery of the Company’s products and services. The occurrence of any of these events could significantly reduce or eliminate revenues generated, or significantly increase the expenses of the Company's operations, adversely impacting the Company’s operating results and the Company's ability to meet the Company's obligations and commitments.

(d)Earnings (loss) per share

The Company calculates basic net income (loss) per share attributable to common stockholders using the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share attributable to common stockholders is computed using the weighted-average number of outstanding shares of common stock and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include RSUs, PSUs, stock options, liability awards and ESPP shares. If dilutive, such potentially dilutive securities are reflected in net income (loss) per share attributable to common stockholders using the treasury stock method.

In the Company’s earnings (loss) per share footnote, antidilutive securities outstanding at the end of each period are stated on the basis of the number of anti-dilutive securities outstanding as of the end of each applicable reporting period. In the Company’s earnings (loss) per share footnote, the calculation of anti-dilutive securities outstanding at the end of each period are not reduced for shares assumed repurchased using the treasury stock method.

In computing year-to-date diluted earnings per share, periods with a net loss were assumed to have net income for purposes of determining the weighted-average number of potentially dilutive common shares outstanding.

See Note 13 for additional information regarding net income (loss) per share.

(e)Derivative financial instruments and hedging activities

The Company conducts business in Canada and India, subjecting the Company to foreign exchange risk. The Company uses derivative financial instruments to manage foreign currency exchange risk. Derivative instruments are measured at fair value and recorded as either an asset or liability on the consolidated balance sheets. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting.

For derivative instruments designated as foreign currency cash flow hedges, which the Company uses to hedge the functional currency equivalent cash flows attributable to Canadian Dollar denominated payroll payments, the Company records the gains or losses resulting from changes in fair value of the derivative within accumulated other comprehensive income (loss) on the consolidated balance sheets and subsequently reclassified to the same line item as the hedged transaction on the consolidated statements of operations in the same period that the hedged transaction affects earnings. The Company includes cash flows related to foreign currency cash flow hedges within operating activities in its consolidated statements of cash flows as cash flows related to the hedged transaction are included in operating activities and as the Company’s derivative instruments do not contain a significant financing component.

For derivative instruments not designated as foreign currency cash flow hedges, which the Company uses as economic hedges of Canadian Dollar denominated payroll payments not hedged by derivative instruments designated as hedges, the Company records gains and losses resulting from changes in the fair value of the derivative within other income (expense) in its consolidated statements of operations, and the Company classifies cash flows within operating activities in its consolidated statements of cash flows.

Our foreign currency forward contract is classified within Level 2 of the fair value hierarchy because the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates.

(f)New accounting pronouncements

Impact of recently adopted accounting pronouncements

During the three and nine months ended October 31, 2025, the Company did not adopt any accounting pronouncements that materially impacted the Company's financial statements.

Recent accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard requires companies to disclose disaggregated information related to income taxes paid and the effective tax rate. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted for annual statements. The Company plans to adopt ASU 2023-09 for annual periods beginning in the fiscal year ending January 31, 2026. The Company is currently evaluating the impact that ASU 2023-09 will have on its financial statements and related disclosures. The Company does not expect the disclosure changes that result from the adoption of ASU 2023-09 to materially impact its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, Clarifying the Effective Date. The new standards require companies to disclose disaggregated information about certain income statement expense line items. The provisions of ASU 2024-03, as amended by ASU 2025-01, are effective for annual periods beginning after December 15, 2026, and interim reporting periods in fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company plans to adopt ASU 2024-03 and ASU 2025-01 for annual periods beginning in the fiscal year ending January 31, 2028 and for interim periods beginning in the fiscal year ending January 31, 2029. The Company is currently evaluating the impact that ASU 2024-03 and ASU 2025-01 will have on its financial statements and related disclosures. The Company does not expect the disclosure changes that result from the adoption of ASU 2024-03 and ASU 2025-01 to materially impact its consolidated financial statements.

In July 2025, the FASB issued ASU 2025‑05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends ASC 326‑20 to introduce a practical expedient available to all entities that permits entities to assume that current economic conditions as of the balance‑sheet date do not change over the remaining life of current accounts receivable and current contract assets arising from transactions within the scope of ASC 606. The amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact that ASU 2025-05 will have on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU amends the existing standard to remove all references to prescriptive and sequential software development project stages. Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. In evaluating whether it is probable the project will be completed; management is required to consider whether there is significant uncertainty associated with the development activities of the software. This guidance is effective for all annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The guidance may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently evaluating the impact of this ASU to determine the impact on the consolidated financial statements and related disclosures.

There are no other recently issued accounting pronouncements the Company has not yet adopted that will materially impact the Company's consolidated financial statements.

4. Composition of certain financial statement captions

(a) Accrued expenses

Accrued expenses as of October 31, 2025 and January 31, 2025 were as follows:

(b) Property and equipment

Property and equipment as of October 31, 2025 and January 31, 2025 were as follows:

Depreciation expense related to property and equipment amounted to $3,199 and $3,566 for the three months ended October 31, 2025 and 2024, respectively, and $9,464 and $11,011 for the nine months ended October 31, 2025 and 2024, respectively.

Property and equipment - net and related depreciation expense includes assets acquired under finance leases. Assets acquired under finance leases included in computer equipment was $49,009 as of October 31, 2025 and January 31, 2025. Accumulated amortization of assets under finance leases was $40,280 and $34,815 as of October 31, 2025 and January 31, 2025, respectively. See Note 10 - Leases for additional information regarding finance leases.

(c) Capitalized internal-use software

For the nine months ended October 31, 2025 and 2024, the Company capitalized $11,020 and $12,625, respectively, of costs related to the Company’s solutions.

During the nine months ended October 31, 2025 and 2024, amortization expense related to capitalized internal-use software was $9,690 and $7,441, respectively.

(d) Intangible assets and goodwill

The following presents the details of intangible assets as of October 31, 2025 and January 31, 2025:

The weighted average remaining useful life for acquired technology in years was 4.4 and 5.1 as of October 31, 2025 and January 31, 2025, respectively. The remaining useful life for customer relationships in years was 11.0 and 11.6 as of October 31, 2025 and January 31, 2025, respectively. The remaining useful life for the license to the Patient Activation Measure ("PAM"®) in years was 11.1 and 11.8 as of October 31, 2025 and January 31, 2025, respectively. The remaining useful life for the trademarks in years was 12.8 and 13.5 as of October 31, 2025 and January 31, 2025, respectively.

Amortization expense associated with intangible assets for the nine months ended October 31, 2025 and 2024, was $2,611.

The estimated amortization expense for intangible assets for the next five years and thereafter was as follows as of October 31, 2025:

There wereno changes to the Company's goodwill balance during the nine months ended October 31, 2025. The Company didnot record any impairments of goodwill during the three and nine months ended October 31, 2025 or 2024.

(e) Accounts receivable

Accounts receivable as of October 31, 2025 and January 31, 2025 were as follows:

Activity in the Company's allowance for doubtful accounts was as follows for the nine months ended October 31, 2025:

The Company’s allowance for doubtful accounts represents the current estimate of expected future losses based on prior bad debt experience as well as considerations for specific customers as applicable. The Company's accounts receivable are considered past due when they are outstanding past the due date listed on the invoice to the customer. Activity in the allowance for doubtful accounts and write-offs of accounts receivable werenot material for the three months ended October 31, 2025 and 2024.

(f) Prepaid and other current assets

Prepaid and other current assets as of October 31, 2025 and January 31, 2025 were as follows:

(g) Cloud computing implementation costs

The Company enters into cloud computing service contracts to support its sales and marketing, product development and administrative activities. The Company capitalizes certain implementation costs for cloud computing arrangements that meet the definition of a service contract. The Company includes these capitalized implementation costs within prepaid expenses and other current assets and within other assets on its consolidated balance sheets. Once placed in service, the Company amortizes these costs over the remaining subscription term to the same caption in the consolidated statements of operations as the related cloud subscription. Capitalized implementation costs for cloud computing arrangements accounted for as service contracts were $1,532 as of January 31, 2025. Accumulated amortization of capitalized implementation costs for these arrangements were $1,432 as of January 31, 2025. These arrangements were fully amortized during the three months ended April 30, 2025.

5. Revenue and contract costs

The Company generates revenue primarily from providing integrated SaaS-based software and payment solutions for the healthcare industry. The Company derives revenue from subscription fees and related services generated from the Company’s healthcare services clients for access to the Company's solutions, payment processing fees based on patient payment volume, and fees from life sciences companies and other organizations for delivering qualified direct communications to patients who consent to receive this type of engagement using the Company's solutions.

The amount of subscription and related services revenue recorded pursuant to ASC 842 for the leasing of the Company’s PhreesiaPads and Arrivals Kiosks was $1,764 and $2,395 for the three months ended October 31, 2025 and 2024, respectively, and $6,015 and $7,107 for the nine months ended October 31, 2025 and 2024, respectively.

Contract balances

The following table represents a roll-forward of contract assets:

The following table represents a roll-forward of deferred revenue:

Cost to obtain a contract

The Company capitalizes certain incremental costs to obtain customer contracts and amortizes these costs over a period of benefit that the Company has estimated to bethree years. The Company determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations and totaled $111 and $1,322 for the three months ended October 31, 2025 and 2024, respectively, and $463 and $1,706 for the nine months ended October 31, 2025 and 2024, respectively. The Company periodically reviews these deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. During fiscal 2025, the Company updated its estimate of the period of benefit from five years tothree years for certain deferred contract acquisition costs. There wereno impairment losses recorded during the periods presented.

The following table represents a roll-forward of deferred contract acquisition costs:

6. Finance leases and other debt

As of October 31, 2025 and January 31, 2025, the Company had the following outstanding finance lease liabilities and other debt:

(a) Finance leases

See Note 10 - Leases for more information regarding finance leases.

(b) Financing agreements

In June 2023, the Company entered into a software licensing financing agreement (the "financing agreement") in order to finance its software and service licenses. As of October 31, 2025, there was $941 in outstanding principal and interest due under the financing agreement. The financing agreement requires the Company to pay $123 per month for 36 months beginning August 2023. The effective interest rate on the financing agreement is 10.5% per annum.

(c) Capital One Credit Agreement

In December 2023, the Company entered into a Credit Agreement (the "Credit Agreement") for a new 5-year $50,000 senior secured asset-based revolving credit facility (as amended, the "Capital One Credit Facility") maturing in December 2028, which includes a swingline sub-limit of at least $5,000 and a letter of credit sub-limit of at least $5,000. The Capital One Credit Facility was entered into with Capital One, acting as administrative agent and replaced the Company’s previous senior secured revolving credit facility with Silicon Valley Bank (“SVB”). The Capital One Credit Facility will give the Company additional financial flexibility, through the facility’sfive year term. The facility is available to the Company for working capital and general corporate purposes. The Capital One Credit Facility bears interest at a rate per annum based on the Secured Overnight Financing Rate (“SOFR”) or a Base Rate as specified in the Credit Agreement. As of October 31, 2025, the interest rate on the Capital One Credit Facility was 7.2%. In addition to principal and interest due under the Capital One Credit Facility, the Company is required to pay an annual fee equal to 0.25% of the unused balance of the facility. Additionally, the Company incurred creditor and third party fees of $778 upon entering into the Capital One Credit Facility. The Company recorded the fees to deferred financing costs, included within other assets on its consolidated balance sheets, and will amortize the costs over the term of the Capital One Credit Facility.

The obligations under the Capital One Credit Facility are secured by a first priority security interest in substantially all of the tangible and intangible assets at certain of the Company's U.S. subsidiaries, and by pledges of the equity of certain of the Company's U.S. subsidiaries, in each case subject to customary exclusions.

The Capital One Credit Facility includes financial covenants including, but not limited to, requiring the Company to maintain minimum Consolidated EBITDA, minimum Liquidity, a minimum Consolidated Fixed Charge Coverage Ratio, a restriction on the amount of dividends, limitations on incurring additional indebtedness, limitations on acquisitions, and limiting the amount of cash and cash equivalents the Company holds outside Capital One, each as defined in the Credit Agreement. The Company was in compliance with all covenants related to the Credit Agreement as of October 31, 2025.

The Company amended the Capital One Credit Facility on November 12, 2025. See Note 17 - Subsequent events for additional information.

Maturities of finance leases and other debt, in each of the next five years and thereafter, are as follows:

The following table presents the components of interest income, net:

7. Stockholders' equity

(a) Common stock

The Company closed its initial public offering (“IPO”) on July 22, 2019 and filed an Amended and Restated Certificate of Incorporation authorizing the issuance of up to 500,000,000 shares of common stock, par value $0.01 per share.

(b) Treasury stock

The Company's equity-based compensation plan allows for the grant of non-vested stock options, restricted stock units ("RSUs") and total shareholder return ("TSR") performance-based stock units ("PSUs") to its employees pursuant to the terms of its stock option and incentive plans (See Note 8). Until September 2023, under the provision of the plans, for RSU and PSU awards, unless otherwise elected, employee participants fulfilled their related income tax withholding obligation by having shares withheld at the time of vesting. The shares withheld were then transferred to the Company's treasury stock at cost.

Beginning in September 2023, employee participants fulfilled their related tax withholding obligation by selling vested shares at the time of vesting in non-discretionary transactions pursuant to the Company’s mandatory sell-to-cover policy (sell-to-cover). The proceeds from the employee participants’ sales of vested shares are remitted to the Company to cover the tax withholding payments to tax authorities. No shares are transferred to the Company’s treasury stock in connection with tax withholdings funded by an employee participant’s sale of vested shares to cover taxes.

(c) Stock repurchase program

In March 2025, the Company’s Board of Directors authorized a stock repurchase program. Under the program, the Company may repurchase up to 2.5 million shares of its common stock from time to time through open market purchases, privately negotiated transactions, block purchases or other methods that comply with applicable securities laws, including repurchase plans that satisfy the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of its common stock, and the program may be modified, suspended or discontinued at any time without prior notice. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the Inflation Reduction Act of 2022 applies to repurchases pursuant to the Company’s stock repurchase program. There wereno repurchases during the nine months ended October 31, 2025.

(d) Accumulated other comprehensive income (loss)

Activity in accumulated other comprehensive income (loss) was as follows for the nine months ended October 31, 2025 and 2024:

There wasno balance or activity in accumulated other comprehensive income (loss) prior to January 31, 2024. As the Company records a valuation allowance against its U.S. deferred tax assets and substantially all of the Company’s accumulated other comprehensive income originated in the U.S., other comprehensive income did not include income tax expense, and the amounts reclassified from accumulated other comprehensive income (loss) for unrealized gain (loss) on cash flow hedges did not include income tax expense.

8. Equity-based compensation

(a) Equity award plans

In January 2018, the Board of Directors adopted the Company’s 2018 Stock Option Plan (as amended, the "2018 Stock Option Plan"), which provided for the issuance of options to purchase up to 3,048,490 shares of the Company’s common stock to officers, directors, employees, and consultants. The option exercise price per share is determined by the Board of Directors based on the estimated fair value of the Company’s common stock.

In June 2019, the Board of Directors adopted the Company’s 2019 Stock Option and Incentive Plan (the "2019 Plan"), which replaced the 2018 Stock Option Plan upon the completion of the IPO. The 2019 Plan allows the Compensation Committee of the Board of Directors (the "Compensation Committee") to make equity-based incentive awards including stock options, RSUs and PSUs to the Company’s officers, employees, directors, and consultants. The initial reserve for the issuance of awards under this plan was 2,139,683 shares of common stock. The initial number of shares reserved and available for issuance automatically increased on February 1, 2020 and automatically increases each February 1 thereafter by 5% of the number of shares of common stock outstanding on the immediately preceding January 31 (or such lesser number of shares determined by the Compensation Committee). As the 2018 Stock Option Plan was replaced by the 2019 Plan, all grants of stock options, RSUs and PSUs during the nine months ended October 31, 2025 were made pursuant to the 2019 plan, respectively.

In June 2019, the Board of Directors also adopted the Company’s 2019 Employee Stock Purchase Plan (the "ESPP"), which became effective immediately prior to the effectiveness of the registration statement for the Company’s initial public offering. The total shares of common stock initially reserved under the ESPP was limited to 855,873 shares.

The Company's incentive bonuses allow eligible employees to elect to receive all or a portion of their incentive compensation in the form of immediately vested restricted stock units instead of cash.

In July 2023, the Board of Directors also adopted the Company’s 2023 Inducement Award Plan (the “Inducement Plan”). The Inducement Plan allows the Compensation Committee of the Board of Directors (the "Compensation Committee") or its delegates to make equity-based incentive awards including stock options, RSUs and PSUs to employees of acquired companies to induce them to join the Company. The total shares of common stock initially reserved under the Inducement Plan was 500,000 shares.

As of October 31, 2025, there were 6,995,445 shares available for future grant pursuant to the 2019 Plan after factoring in the automatic increase that occurs on February 1 of each fiscal year, as well as an additional 238,517 shares available for future grant pursuant to the ESPP. The ESPP hastwo six-month offering periods each calendar year beginning in January and July. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a 15% discount through payroll deductions. As of October 31, 2025, there were 7,713 outstanding restricted stock units and 483,400 shares available for future grant under the Inducement Plan.

(b) Summary of stock-based compensation

The following table sets forth stock-based compensation by type of award:

The following table sets forth the presentation of stock-based compensation in the Company's financial statements:

The Company has not recognized, and does not expect to recognize in the foreseeable future, any tax benefit related to U.S. employee stock-based compensation expense. During the nine months ended October 31, 2025, the Company recognized a deferred tax asset related to employee stock-based compensation (RSUs) for Canada branch employees. During the nine months ended October 31, 2025 and 2024, the Company reduced stock compensation expense by $331 and $1,130, respectively, for improbable-to-probable modifications of stock compensation awards.

(c) Restricted stock units

The Company has issued RSUs to employees and independent directors that vest based on a time-based condition. RSUs granted to employees vest over four years based on a variety of vesting schedules, including quarterly, annually, and 10/20/30/40 (10% afterone year,20% aftertwo years,30% after three years and 40% after four years). RSUs granted during fiscal 2024 generally vest annually, and RSUs granted during fiscal 2025 and 2026 generally vest following a 10/20/30/40 vesting schedule.

Additionally, at the beginning of each fiscal year, the Company provides certain employees the option to settle their incentive bonus in immediately vested RSUs. RSUs granted to settle bonus awards are included in RSUs granted and vested in the table below. See section (g) Liability awards below for additional information regarding share-settled bonus awards.

As of October 31, 2025, there was $67,951 remaining of total unrecognized compensation cost related to these awards. The total unrecognized costs are expected to be recognized over a weighted-average term of 2.66 years.

(d) Stock options

Options granted under the equity award plans have a maximum term often years and vest over a period determined by the Board of Directors (generally four years from the date of grant or the commencement of the grantee’s employment with the Company). Options generally vest 25% at theone-year anniversary of the grant date, after which point they generally vest pro rata on a monthly basis.

Stock option activity for the nine months ended October 31, 2025 is as follows:

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s estimated stock price at the time of exercise and the exercise price, multiplied by the number of related in-the-money options) that would have been received by the option holders had they exercised their options at the end of the period. This amount changes based on the market value of the Company’s common stock. The total intrinsic value of options exercised for the nine months ended October 31, 2025 and 2024 (based on the difference between the Company’s estimated stock price on the exercise date and the respective exercise price, multiplied by the number of options exercised), was $3,848 and $2,304, respectively.

As of October 31, 2025 and January 31, 2025, all compensation costs related to stock options issued to employees have been recorded, and there isno unrecognized compensation cost remaining.

(e) TSR performance-based stock units (“PSUs”)

The Company grants PSUs to certain members of its management team. PSUs vest over approximately three years from the grant date upon satisfaction of both time-based requirements and market targets based on Phreesia's TSR relative to the TSR of each member of the Russell 3000 Index (the "Peer Group"). Depending on the percentage level at which the market-based condition is satisfied, the number of shares vesting could be between 0% and 220% of the number of PSUs originally granted. To earn the target number of PSUs (which represents 100% of the number of PSUs granted), the Company must perform at the 60 th percentile for awards granted during fiscal 2023 and fiscal 2024 and at the 55 th percentile for awards granted during fiscal 2025, with the maximum number of PSUs earned if the Company performed at least at the 90 th percentile for all awards. If Phreesia's TSR for the performance period is negative, the maximum number of PSUs that can be earned will be capped at 100%.

The Company estimated the fair value of the PSUs using a Monte Carlo Simulation model that projected TSR for Phreesia and each member of the Peer Group over the performance period. The Company recognizes the grant date fair value of PSUs as compensation expense over the vesting period.

Market-based PSU activity for the nine months ended October 31, 2025 was as follows:

As of October 31, 2025, unrecognized compensation cost for the PSUs was $21,631, to be recognized over a weighted average remaining vesting period of 1.82 years, subject to the participants' continued employment with the Company.

(f) Employee stock purchase plan

The ESPP is a compensatory plan because it provides participants with terms that are more favorable than those offered to other holders of the Company's common stock. Employees purchase shares at the lesserof (1)85% of the closing stock price on the first day of the offering period or (2)85% of the closing stock price on the last day of the offering period. The ESPP is structured as a qualified employee stock purchase plan under Section 423 of the U.S. Internal Revenue Code of 1986.

During the nine months ended October 31, 2025, the Company issued 61,142 shares of common stock under the ESPP. In connection with these issuances, the Company recorded increases of $1,309 to common stock and additional paid-in capital within stockholders' equity. As of October 31, 2025, unrecognized compensation cost related to the ESPP was $135, to be recognized over the nexttwo months.

(g) Liability awards

At the beginning of each year, the Company provides eligible employees the option to elect to receive all or a portion of their incentive compensation in the form of immediately vested restricted stock units instead of cash. Restricted stock units issued to settle liability awards are covered by the 2019 Plan. Share-settled bonus awards will be settled at a value equal to 115% of the cash bonuses. These share-settled bonus awards vest based on the achievement of the Company’s predefined performance targets. As share-settled bonus awards will be settled in a variable number of shares, the Company classifies share-settled bonus awards as liabilities within accrued expenses in the accompanying consolidated balance sheets until they are settled in shares and included in stockholders' equity. The Company’s share-settled bonus awards are settled semiannually. During the nine months ended October 31, 2025, the Company settled $10,425 of share-settled bonus awards by issuing 421,322 immediately vested RSUs. See (c) Restricted stock units above for additional discussion regarding RSUs.

9. Fair value measurements

The following table presents information about the Company's assets and liabilities that are measured at fair value as of October 31, 2025 and indicates the classification of each item within the fair value hierarchy:

The following table presents information about the Company's assets and liabilities that are measured at fair value as of January 31, 2025 and indicates the classification of each item within the fair value hierarchy:

The carrying value of the Company’s short-term financial instruments, including accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. As of October 31, 2025, the carrying value of the Company's debt approximated fair value because the interest rates approximated market rates and the related maturities are relatively short-term.

The Company did not have any transfers of assets and liabilities between levels of the fair value measurement hierarchy during both the nine months ended October 31, 2025 and 2024.

10. Leases

(a) Phreesia as Lessee

The Company leases third-party data center space and office space in the U.S. under operating leases that expire on various dates through July 2027. Certain of these arrangements have escalating rent payment provisions or optional renewal clauses. The Company has also entered into various finance lease arrangements for computer equipment. These agreements are typically three years and are secured by the underlying equipment.

For office leases and leased equipment, the Company has elected the practical expedient to not separate lease and non-lease components, and as such, the variable lease cost primarily represents variable payments such as common area maintenance, utilities and equipment maintenance.

As of October 31, 2025, for operating leases, the weighted-average remaining lease term was 1.1 years and the weighted-average discount rate is 6.5%. As of October 31, 2025, for finance leases, the weighted-average remaining lease term was 1.5 years, and the weighted-average discount rate is 7.8%.

The components of lease expense for the nine months ended October 31, 2025 were as follows:

Amortization of right-of-use assets for finance leases is included within depreciation expense on the Company's consolidated statements of operations.

The following represents a schedule of maturing lease commitments for operating and finance leases as of October 31, 2025:

Other supplemental cash flow information for the nine months ended October 31, 2025 was as follows:

For the three and nine months ended October 31, 2025 there wereno right-of-use assets obtained in exchange for lease liabilities.

(b) Phreesia as Lessor

In connection with the patient intake and registration process, Phreesia offers its customers the ability to lease PhreesiaPads and Arrivals Kiosks along with their monthly subscription. The Company accounts for these rentals as leases. The Company elected the practical expedient to not separate lease and non-lease components. More specifically, all contractual hardware maintenance is included with the hardware lease components. The leases contain no variable lease payments, no options to extend the lease that are reasonably certain to be exercised, and do not give the lessee an option to purchase the hardware at the end of the lease term. Additionally, the lease term does not represent a major part of the remaining economic life of the assets, and the present value of the lease payments does not equal or exceed substantially all of the fair value of the assets. As a result, all leased hardware in the SaaS arrangements are classified as operating leases.

During the three and nine months ended October 31, 2025, the Company recognized $1,764 and $6,015, respectively, in subscription and related services revenue related to the leasing of PhreesiaPads and Arrivals Kiosks.

Future lease payments receivable under operating leases were immaterial as of October 31, 2025, except for those with terms of one year or less.

11. Commitments and contingencies

(a) Indemnifications

The Company’s agreements with certain customers include certain provisions for indemnifying customers against liabilities if its services infringe a third party’s intellectual property rights. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances that may be involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such provisions and has not accrued any liabilities related to such obligations in its consolidated financial statements.

In addition, the Company has indemnification agreements with its directors and its executive officers that require it, among other things, to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of those persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as a director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable it to recover a portion of any future indemnification amounts paid. To date, there have been no claims under any of the Company’s directors and executive officers indemnification provisions.

(b) Legal proceedings

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

The Company is involved in legal proceedings from time to time that arise in the normal course of business. In the opinion of management, such routine claims and lawsuits are not significant, and the Company does not expect them to have a material adverse effect on its business, financial condition, results of operations, or liquidity, except as noted below.

On May 12, 2024, the Company learned of a cybersecurity incident impacting the ConnectOnCall service, an application created by a subsidiary the Company acquired in October 2023. All systems have been restored, and the Company believes that it maintains a sufficient level of insurance coverage related to such events, and the related incremental costs incurred to date are not material.

Between December 24, 2024 and the date of this report,14 related putative class action complaints were filed against ConnectOnCall.com, LLC and Phreesia, Inc., in the United States District Court for the Eastern District of New York (the “ConnectOnCall Case”). The cases have been consolidated as In re ConnectOnCall.com Data Breach Litigation. Plaintiffs purport to represent a nationwide class and state-specific subclasses of individuals who allegedly had personally identifiable information and personal health information stolen because of the

ConnectOnCall incident. Plaintiffs assert a variety of common law claims seeking monetary damages, disgorgement, restitution, attorneys’ fees, interest, declaratory relief, and injunctive relief related to the incident.

The Company expects to incur legal and professional services expenses associated with this litigation in future periods. The Company will recognize these expenses as services are received, net of probable insurance recoveries. While a loss from these matters is reasonably possible, the Company cannot reasonably estimate a range of possible losses at this time, as the proceedings remain in the early stages, alleged damages have not been specified, there is uncertainty as to the likelihood of the cases being certified or the ultimate size of any class if certified, and there are significant factual and legal issues to be resolved. The Company has not recorded a loss contingency liability for the above litigation as of October 31, 2025.

(c) Other contractual commitments

Other contractual commitments consist primarily of non-cancelable purchase commitments to support the Company’s technology infrastructure as well commitments related to its acquisitions.

During the nine months ended October 31, 2025, the Company entered into a new non-cancelable purchase commitment to support its technology infrastructure. Total undiscounted payments through July 31, 2027 are $12,242.

During the nine months ended October 31, 2025, the Company entered into a definitive agreement to acquire AccessOne for total cash consideration of approximately $160 million, subject to customary closing and post-closing adjustments (such transactions contemplated by the agreement, the “AccessOne Acquisition”). The Company completed the acquisition of AccessOne on November 12, 2025, subsequent to quarter-end. Refer to Note 17 - Subsequent events in Part I of this Quarterly Report on Form 10-Q for additional information on the AccessOne Acquisition.

During the nine months ended October 31, 2025, there were no significant changes in the Company's material cash requirements as compared to the material cash requirements from known contractual and other obligations described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on March 13, 2025, other than the commitments noted above.

12. Income taxes

For the three and nine months ended October 31, 2025, the Company recorded tax expense of $854 and $372, respectively, compared to $442 and $1,702, respectively, for the corresponding periods in the prior year. The Company’s tax expense was 26.9% and 3.4% of income (loss) before income taxes for the nine months ended October 31, 2025 and 2024, respectively. The Company's effective tax rate differs from the U.S. statutory tax rate of 21% primarily because the Company records a valuation allowance against its U.S. deferred tax assets, and due to foreign income tax expense related to its Canadian branch and its subsidiary in India.

The $372 year-to-date tax expense includes a discrete tax benefit of $2,220 recorded in the nine months ended October 31, 2025 primarily related to recognizing stock-based compensation deferred tax assets, return to provision adjustments and excess windfall related to its Canadian branch. The Canadian deferred tax assets were assessed in more detail in connection with the Company’s expectation of continued growth in the Canadian jurisdiction.

Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. Management of the Company has evaluated the positive and negative evidence pertaining to the realizability of its deferred tax assets, including the Company’s history of losses, and concluded that it is more likely than not that the Company will not recognize the benefits for its U.S. deferred tax assets. On the basis of this evaluation, the Company has recorded a valuation allowance against its deferred tax assets that are not more likely than not to be realized at both October 31, 2025 and January 31, 2025.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The Company has reflected the estimated impact of the OBBBA in the year-to-date tax provision as of October 31, 2025. Further analysis will be performed through year-end; however, it is not expected to have a material impact on the Company’s effective tax rate due to the valuation allowance position recorded against the Company’s deferred tax assets that are not more likely than not to be realized.

13. Net income (loss) per share attributable to common stockholders

(a) Net income (loss) per share attributable to common stockholders

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows:

(b) Potential dilutive securities

The Company excludes potential dilutive securities, which include stock options, RSUs, PSUs, liability awards and grants under the Company's ESPP from the computation of diluted net income (loss) per share when the effect of including the securities would be anti-dilutive. The following potential shares of common stock, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

14. Related party transactions

For the three months ended October 31, 2025 and 2024, the Company recognized revenue totaling $301 and $326, respectively, for advertisements placed by a pharmaceutical company. For the nine months ended October 31, 2025 and 2024, the Company recognized revenue totaling $762 and $997, respectively, for advertisements placed by the same pharmaceutical company. One of the Company's independent members of its board of directors serves on the board of directors for this pharmaceutical company. As of October 31, 2025 and January 31, 2025, accounts receivable from the pharmaceutical company totaled $361 and $116, respectively.

15. Segments and geographic information

Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company defines the term “chief operating decision maker” to be its Chief Executive Officer. The Company’s Chief Executive Officer reviews the financial information presented on an entire company basis for purposes of allocating resources and evaluating its financial performance. Accordingly, the Company has determined that it operates in a single reportable operating segment, managed on a consolidated basis, which the Company refers to as the Technology solutions segment.

The Technology solutions segment provides comprehensive software solutions that improve the operational and financial performance of healthcare organizations and improve health outcomes by helping patients take a more active role in their care. The Technology solutions segment’s solutions include SaaS-based integrated tools that manage patient access, registration and payments. Additionally, the Technology solutions segment has tools to communicate with patients about their health, which have demonstrated increased rates of preventive care and vaccinations. Additionally, Technology solutions segment’s solutions include clinical assessments to screen patients for a variety of physical, behavioral and mental health conditions, helping providers to better understand their patients and connect them to needed services, resulting in improved health outcomes. The Technology solutions segment also provides life sciences companies, government entities, patient advocacy, public interest and not-for-profit and other organizations with a channel for direct communication with patients. The Technology solutions segment also provides additional products and services such as the MediFind provider directory, which helps patients find care based on providers' specialty and condition expertise. The Technology solutions segment offers its healthcare services clients the ability to lease tablets ("PhreesiaPads") and on-site kiosks ("Arrivals Kiosks") along with their monthly subscription.

The chief operating decision maker uses net income (loss) in assessing the performance of and allocate resources to the Technology solutions segment. The chief operating decision maker uses actual versus budgeted net income (loss) in evaluating the performance of the Technology solutions segment.

The accounting policies of the Technology solutions segment are the same as described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 and in Note 3 - Summary of significant accounting policies herein. As the Company operates in a single operating segment managed on a consolidated basis, the revenues of the Technology solutions segment are equal to the Company’s total revenues presented on the accompanying consolidated statements of operations. Additionally, revenues for each significant group of products and services is presented on the accompanying consolidated statements of operations. As the Company has onlyone operating segment, the Company does not have inter-segment sales or transfers. Additionally, the measure of segment profit for the Technology solutions segment is equal to the Company’s net income (loss) presented on the accompanying consolidated statements of operations.

The following table presents the Company’s segment revenue, segment profit (loss), significant segment expenses, and other segment items, as well as a reconciliation from segment profit (loss) to consolidated net income (loss).

Other segment items include depreciation and amortization, interest income, net, income tax expense and other income (expense), net.

The total segment assets for the Technology solutions segment are equal to the total assets presented on the accompanying consolidated balance sheets. The following table presents other quantitative segment disclosures for the three and nine months ended October 31, 2025 and 2024, respectively.

16. Derivative instruments and hedging activities

Cash Flow Hedges

During the nine months ended October 31, 2025, the Company entered into two foreign currency forward contracts to buy Canadian Dollars in exchange for US Dollars in order to hedge the functional currency equivalent cash flows related to the Company’s Canadian Dollar denominated payroll payments. The Company does not hold any derivatives for trading or speculative purposes.

As of October 31, 2025, the notional value of the foreign currency forward contracts that the Company held to buy Canadian Dollars in exchange for US Dollars was a total of 29,900 Canadian Dollars, including a notional value of 26,910 Canadian Dollars designated as foreign currency cash flow hedges and a notional value of 2,990 not designated as hedges.

The fair values of outstanding derivative foreign currency forward contract were as follows:

The effect of derivative instruments on the Company’s consolidated statements of operations were as follows:

Pre-tax gains (losses) associated with cash flow hedges were as follows:

As of October 31, 2025, the foreign currency forward contract had a maturity of 6 months. As of October 31, 2025, the Company estimates that the entire $225 of the net loss recorded in accumulated other comprehensive income (loss) related to its foreign currency cash flow hedge will be reclassified into income within the next 12 months.

See Note 3 - Summary of significant accounting policies and Note 9 - Fair value measurements for additional disclosures for derivatives and hedging.

17. Subsequent events

On November 12, 2025, subsequent to the end of the quarter, the Company completed its previously announced acquisition of 100% of the outstanding equity of AccessOne, which provides financing solutions for healthcare receivables and offers healthcare providers a scalable, compliant and operationally efficient tool that improves collections without undermining patient trust. The transaction closed in accordance with the terms of the definitive agreement entered into on August 29, 2025.

The Company is in the process of completing the initial accounting for the business combination, including the identification and valuation of the intangible assets acquired and liabilities assumed. Accordingly, the preliminary purchase price allocation will be presented in the Company’s Form 10-K for the fiscal year ending January 31, 2026.

The purchase price for the AccessOne acquisition was funded with a combination of cash and the net proceeds from a new,364-day $110 million secured term loan (the “Bridge Loan”) entered into on the Closing Date. The Bridge Loan has an outstanding principal amount of $110 million and bears interest at a per annum rate equal to the three month SOFR rate plus a margin of 4.00% per annum. The Bridge Loan matures on November 11, 2026. The interest rate applicable to the Bridge Loan will increase by 0.5% every three months following the closing date of November 12, 2025. The Company incurred approximately $3 million in debt issuance costs and original issue discount related to this new loan facility.

First Amendment to the Capital One Credit Facility

On November 12, 2025, the Company entered into the First Amendment to the Capital One Credit Facility. The First Amendment to the Capital One Credit Facility amended the covenant limiting acquisitions to permit the acquisition of AccessOne, amended the covenant limiting additional indebtedness to accommodate the Bridge Loan, and amended the security interest supporting the Capital One Credit Facility to permit the security interests granted in connection with the Bridge Loan. The amendment included further changes to sections governing mandatory and voluntary prepayments, negative covenants and events of default to accommodate the existence of the Bridge Loan.