Phreesia, Inc.
For the period ended Jan 31, 2026. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Mar 31, 2026
PHR$13.13+1.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
(1)Consolidated Financial Statements. Reference is made to these consolidated financial statements included in this Annual Report on Form 10-K in Item 8, Consolidated Financial Statements and Supplementary Data.
(2)Financial Statement Schedules. All financial statement schedules have been omitted because they are not required, not applicable or the information required is shown in the consolidated financial statements or notes thereto.
(3)Exhibits. The following exhibits are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Exhibit Index | Form | File No. | Exhibit No. | Date Filed |
| 2.1 * ** | Agreement and Plan of Merger, dated as of August 29, 2025, by and among Phreesia, Inc., Ace Merger Sub, Inc., AccessOne Parent Holdings, Inc. and the Representative named therein. | 8-K | 001-38977 | 2.1 | September 4, 2025 |
| 3.1 | Seventh Amended and Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-38977 | 3.1 | September 10, 2019 |
| 3.2 | Amendment to the Seventh Amended and Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-38977 | 3.2 | September 7, 2023 |
| 3.3 | Fourth Amended and Restated By-laws of the Registrant. | 10-K | 001-38977 | 3.3 | March 14, 2024 |
| 4.1 | Specimen Common Stock Certificate. | S-1 | 333-232264 | 4.1 | June 21, 2019 |
| 4.2 | Fifth Amended and Restated Investor Rights Agreement, dated as of October 27, 2017, by and among the Registrant and certain of its stockholders. | S-1 | 333-232264 | 4.2 | June 21, 2019 |
| 4.3 | Description of Capital Stock. | 10-K | 001-38977 | 4.4 | April 23, 2020 |
| 10.1# | Amended and Restated 2006 Stock Option and Grant Plan, as amended, and form of award agreements thereunder. | S-1 | 333-232264 | 10.1 | June 21, 2019 |
| 10.2# | 2018 Stock Option and Grant Plan, as amended, and form of award agreements thereunder. | S-1 | 333-232264 | 10.2 | June 21, 2019 |
| 10.3# | 2019 Stock Option and Incentive Plan and form of awards thereunder. | 10-K | 001-38977 | 10.3 | March 13, 2025 |
| 10.4# | 2019 Employee Stock Purchase Plan. | S-1/A | 333-232264 | 10.4 | July 8, 2019 |
| 10.5# | Third Amended and Restated Non-Employee Director Compensation Policy, dated June 2022. | 10-Q | 001-38977 | 10.1 | September 8, 2022 |
| 10.6# | Senior Executive Cash Bonus Plan. | S-1 | 333-232264 | 10.19 | June 21, 2019 |
| 10.7# | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | S-1 | 333-232264 | 10.6 | June 21, 2019 |
| 10.8# | Form of Amended and Restated Employment Agreement between the Registrant and each of its U.S.-based executive officers. | S-1 | 333-232264 | 10.21 | June 21, 2019 |
| 10.9# | Board Chairman Agreement, dated as of December 2018, by and between the Registrant and Michael Weintraub. | S-1 | 333-232264 | 10.12 | June 21, 2019 |
| 10.10# | Phreesia, Inc. 2023 Inducement Award Plan. | 10-Q | 001-38977 | 10.1 | September 7, 2023 |
| 10.11# | Form of RSU Award Agreement under the Phreesia, Inc. 2023 Inducement Award Plan. | 10-Q | 001-38977 | 10.2 | September 7, 2023 |
| 10.12# | Form of Stock Option Grant Agreement under the Phreesia, Inc. 2023 Inducement Award Plan. | 10-Q | 001-38977 | 10.3 | September 7, 2023 |
| 10.13 | Form of Support and Joinder Agreement, by and among Phreesia, Inc., AccessOne Parent Holdings, Inc. and the person set forth on the signature page thereto | 8-K | 001-38977 | 10.1 | September 4, 2025 |
| 10.14 * ** | Credit Agreement, dated as of March 13, 2026, by and among Phreesia, Inc., the credit parties, Capital One, National Association as Agent, Swing Lender, Joint Lead Arranger and Sole Bookrunner, Flagstar Bank, N.A., as Joint Lead Arranger and Co-Syndication Agent, and the lenders party thereto | 8-K | 001-38977 | 10.1 | March 16, 2026 |
| 19.1 | Insider Trading Policy | 10-K | 001-38977 | 19.1 | March 13, 2025 |
| 21.1 | Subsidiaries of the Registrant. | Filed herewith | |||
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | Filed herewith | |||
| 24.1 | Power of Attorney (included on signature page hereto). | Filed herewith | |||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |||
| 32.1+ | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |||
| 32.2+ | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |||
| 97.1 | Phreesia, Inc. Compensation Recovery Policy. | 10-K | 001-38977 | 97.1 | March 14, 2024 |
| 101.INS | Inline XBRL Instance Document. | Filed herewith | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | Filed herewith | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | Filed herewith | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | Filed herewith | |||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | Filed herewith | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | Filed herewith | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Filed herewith | |||
| * Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. | |
| ** Certain portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material to investors and (ii) is the type that the registrant treats as private or confidential. The Company agrees to furnish supplementally an unredacted copy of this exhibit and its materiality and privacy or confidentiality analyses to the Securities and Exchange Commission upon request. | |
| # | Indicates a management contract or any compensatory plan, contract or arrangement. |
|---|---|
| + | The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates them by reference. |
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