Financial Analysis

Acquisition During the fourth quarter of fiscal 2026, on the Closing Date, the Company completed the acquisition of 100% of the outstanding equity of AccessOne Parent Holdings, Inc. The AccessOne Acquisition was accounted for as a business combination. During the six months ended July 31, 2026, the Company recorded measurement-period adjustments related to the AccessOne Acquisition. The measurement period adjustments resulted in a $1,335 increase in cardholder receivables, a $2,522 increase in short-term due to healthcare providers, a $1,335 increase in long-term deferred revenue, a $1,119 decrease in deferred tax liabilities, and a $1,404 increase in goodwill. The measurement period adjustments reflect the measurement period regarding facts and circumstances that existed as of the Closing Date. The preliminary fair value estimates and assumptions regarding certain tangible assets acquired and liabilities assumed, and the valuation of intangible assets acquired and income taxes are subject to change as the Company finalizes valuation procedures, deferred tax analyses, and closing statement amounts. Any measurement-period adjustments will be recognized in the period determined and will reflect facts and circumstances that existed as of the Closing Date. Pro forma results The unaudited pro forma financial information presented below was derived from historical financial records of Phreesia and AccessOne and presents the operating results for the period presented as if the Acces …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and contingencies (a) Indemnifications The Companys agreements with certain customers include certain provisions for indemnifying customers against liabilities if its services infringe a third-partys 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 a ny 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 proceedi n g to which any of those persons is, or is threatened to be, made a party by reason of the persons service as a director or officer, including any action by us, arising out of that persons services as a director or officer or that persons services provided to any other company or enterprise at the Companys 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 …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Debt and finance leases As of July 31, 2026 and January 31, 2026, the Company had the following outstanding debt and finance lease liabilities: July 31, 2026 January 31, 2026 Bridge loan (a) $ $ 90,000 Revolving credit facility (c), (d) 60,740 Finance leases (b) 4,564 7,431 Financing arrangements (e) 595 Accrued interest and payments 1,142 2,062 Total debt and finance lease liabilities $ 66,446 $ 100,088 Less: current portion of debt and finance lease liabilities (5,281) (7,971) Long-term debt and finance lease liabilities $ 61,165 $ 92,117 (a) Bridge Loan In connection with the AccessOne Acquisition, on the Closing Date, the Company entered into the Bridge Credit Agreement with respect to a new, 364-day $110,000 secured term loan. The net proceeds of the Bridge Loan were used to fund a portion of the purchase price of the AccessOne Acquisition. The Bridge Loan had a maturity date of November 11, 2026, and bore interest at a per annum rate equal to the three-month SOFR rate plus a margin of 4.0% per annum. The interest rate applicable to the Bridge Loan increased by 0.5% every three months following the closing date of November 12, 2025. The Company incurred $3,122 in debt issuance costs and original issue discount related to the Bridge Loan. On the Refinancing Date, the Company terminated without penalty and repaid all outstanding indebtedness and obligations under the Bridge Loan. All security agreements and related financing arrangements entered into with the Companys for …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"Equity-based compensation (a) Equity award plans In January 2018, the Board of Directors adopted the Companys 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 Companys 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 Companys common stock. In June 2019, the Board of Directors adopted the Companys 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 Companys 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 six months ended July 31, 202 …

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Fair value measurements The following table presents information about the Company's assets and liabilities that are measured at fair value on a recurring basis as of July 31, 2026 and indicates the classification of each item within the fair value hierarchy: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of July 31, 2026 Assets Money market mutual funds $ 33,838 $ $ $ 33,838 Cardholder receivables (1) 88,938 88,938 Deferred purchase price receivable 21,453 21,453 Total assets $ 33,838 $ $ 110,391 $ 144,229 Liabilities Foreign currency forward contracts $ $ 278 $ $ 278 Due to healthcare providers (2) 89,471 89,471 Total liabilities $ $ 278 $ 89,471 $ 89,749 (1) The aggregate unpaid principal balance of cardholder receivables was $147,304 as of July 31, 2026. The difference between the aggregate fair value and the aggregate unpaid principal balance of cardholder receivables primarily reflects market-participant assumptions for credit losses (defaults and recoveries), timing of collections, and liquidity/required returns embedded in the discounted cash flow valuation approach. (2) The aggregate unpaid principal balance of due to healthcare providers was $147,724 as of July 31, 2026. The difference between the aggregate fair value and the aggregate unpaid principal balance of amounts due to healthcare providers primarily reflects market-participant assumptions, timi …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income taxes The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate to a measure of year-to-date operating results referred to as ordinary income (or loss), and discretely recognizing specific events referred to as discrete items as they occur. For the three and six months ended July 31, 2026, the Company recorded tax expense of $1,321 and $3,081, respectively, compared to a tax benefit of $1,217 and $482, respectively, for the corresponding periods in the prior year. The Companys tax expense was 38.7% and 12.9% of income (loss) before income taxes for the six months ended July 31, 2026 and 2025, 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 before considering discrete items. During the three and six months ended July 31, 2026, the Company recorded discrete tax expense of $1,254 and $1,936, respectively, related to AccessOne acquisition related measurement period adjustments, employee stock compensation shortfall and prior year return to provision adjustments. The most significant discrete item is related to AccessOne measurement period adjustments of $469 and $1,020, respectively, for the three and six …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

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 June 2028. 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. During the six months ended July 31, 2026, the Company completed the purchase of certain finance leased assets. Upon purchase, the Company acquired the underlying equipment and derecognized the related right-of-use assets and finance lease liabilities. The difference between the purchase price and the carrying amount of the lease liabilities was recorded as an adjustment to the carrying value of the acquired assets. The purchase was paid in cash. 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 July 31, 2026, for operating leases, the weighted-average remaining lease term was 1.8 years and the weighted-average discount rate is 7.3%. As of July 31, 2026, for finance leases, the weighted-average remaining lease term was 1.0 year, and the weighted-average discount rate is 7.7%. The components o …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

New accounting pronouncements Impact of recently adopted accounting pronouncements On February 1, 2026, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2025-05, Financial Instruments - Credit Losses (Topic326): Measurement of Credit Losses for Accounts Receivable and Contract Assets on a prospective basis. ASU 2025-05 provides a practical expedient 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 Accounting Standard Codification (ASC)606. The Company did not elect to apply the practical expedient upon adoption of ASU 2025-05. As a result, the adoption did not impact the Companys allowance for credit losses. During the three and six months ended July 31, 2026, the Company did not adopt any other accounting pronouncements that materially impacted the Company's financial statements. Recent accounting pronouncements not yet adopted 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 Effectiv …

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Related party transactions For the three months ended July 31, 2026 and 2025, the Company recognized revenue totaling $380 and $273, respectively, for advertisements placed by a pharmaceutical company. For the six months ended July 31, 2026 and 2025, the Company recognized revenue totaling $699 and $461, 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 July 31, 2026 and January 31, 2026, accounts receivable from the pharmaceutical company totaled $380 and $450, respectively.

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Restructuring Fiscal 2027 Restructuring Plan On May 7, 2026, the Company implemented a restructuring plan (the Plan) intended to reduce operating expenses and better align the cost structure with current business priorities. The Plan includes the elimination of approximately 220 positions, approximately half of which are contractor roles. The Company expects to incur approximately $10,000 of restructuring charges in connection with the Plan, substantially all of which are expected to consist of employee transition costs, severance payments and related employee benefits, and taxes. The Company expects the Plan to be substantially completed during fiscal year 2027. The Company expects the total restructuring charges in connection with the Plan to be recognized within the following operating expense categories: Expected Total Charges Cost of revenue (excluding depreciation and amortization) $ 1,000 Sales and marketing 3,500 Research and development 4,500 General and administrative 1,000 Total expected restructuring costs $ 10,000 Cash payments associated with employee severance and related benefits under the Plan are expected to occur primarily during fiscal year 2027. During the six months ended July 31, 2026, the Company incurred total charges of $2,752 in connection with the Plan for employee transition, severance payments, employee benefits and taxes. The following table summarizes the activity in the Company's restructuring liability related to the Plan: Employee-Related Co …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

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 Companys healthcare services clients for access to the Company's solutions, payment processing fees based on patient payment volume and financing fees based on a portfolio of cardholder receivables, 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, Leases for the leasing of the Companys PhreesiaPads and Arrivals Kiosks was $1,712 and $1,832 for the three months ended July 31, 2026 and 2025, respectively, and $3,786 and $4,251 for the six months ended July 31, 2026 and 2025, respectively. Contract balances The following table represents a roll-forward of contract assets: Balance, January 31, 2026 $ 5,680 Amount transferred to receivables from beginning balance of contract assets (5,680) Contract asset additions, net of reclassification to receivables 7,693 Balance, July 31, 2026 $ 7,693 The following table represents a roll-forward of deferred revenue: Balance, January 31, 2026 $ 49,766 Revenue recognized that was included in deferred revenue at the beginning of the period (41,090) Deferred reven …

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"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 Companys 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 segments 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 segments solutions include clinical assessments to screen patients for a variety of physical, behavioral and mental health conditions, helping providers …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of significant accounting policies The Companys significant accounting policies are disclosed in the audited financial statements for the fiscal year ended January 31, 2026. Since the date of those audited financial statements, there have been no material changes to the Companys 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. Actual results could differ from those estimates. These judgments, estimates and assumptions are used for, but not limited to revenue recognition, the fair value of cardholder receivables, the fair value of deferred purchase price receivables, the fair value of due to provider liabilities, the allowance for doubtful accounts, contingent liabilities, the determination of the useful lives of long-lived assets, the capitalization, valuation and recoverability of 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 …

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"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 provisions 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. From September 2023 through March 2026, all employee participants fulfilled their related tax withholding obligation by selling vested shares at the time of vesting in non-discretionary transactions pursuant to the Companys 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 Companys treasury stock in connection with tax withholdings funded by an employee participants sale of vested shares to cover taxes …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing