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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
March 13, 2026
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Phreesia, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 001-38977 (Commission File Number) | 20-2275479 (I.R.S. Employer Identification Number) |
1521 Concord Pike, Suite 301 PMB 221
Wilmington, Delaware 19803
(Address of principal executive offices and zip code)
(888) 654-7473
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | PHR | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
Credit Agreement
On March 13, 2026 (the “Closing Date”), Phreesia, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Credit Parties”) entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, as the borrower, the other Credit Parties, as guarantors, the financial institutions from time to time party thereto as lenders, and Capital One, National Association, a national banking association (“Capital One”), as agent for the lenders and for itself as lender, providing for a senior secured revolving credit facility (the “Credit Facility”) up to an aggregate principal amount of $275,000,000, of which approximately $92.2 million was borrowed on the Closing Date, and which includes a swingline sublimit of $20,000,000 and a letter of credit sublimit of $10,000,000. Capitalized terms used in this Current Report on Form 8-K without definition shall have the meanings assigned thereto in the Credit Agreement.
The proceeds of the Credit Facility are permitted to be used, in whole or in part, to repay existing indebtedness on the Closing Date (including any outstanding indebtedness and obligations under the Goldman Bridge Loan Facility and the Capital One ABL Facility) and costs and expenses in connection therewith and for working capital, capital expenditures, permitted acquisitions and other general corporate purposes.
Interest Rate, Fees and Prepayments
From the Closing Date through the first day of the month immediately following the month during which the first quarterly financial statements are delivered, the revolving loans bear interest at a rate per annum equal to, at the Company’s option, (i) a rate based on Term SOFR plus 2.50% or (ii) a rate based on the Base Rate plus 1.50%. Thereafter, the revolving loans will bear interest at a rate per annum equal to, at the Company’s option, (i) a rate based on Term SOFR plus a variable applicable margin ranging from 2.50% to 3.25% based on the applicable total net leverage ratio or (ii) a rate based on the Base Rate plus a variable applicable margin ranging from 1.50% to 2.25% based on the applicable total net leverage ratio. Swingline loans must be Base Rate loans. The Company is permitted to repay the Credit Facility, in whole or in part, without penalty or premium, subject to certain notice periods.
The Company will pay an unused line fee equal to the product of (i) a commitment fee percentage ranging from 0.25% to 0.40% per annum based on the applicable total net leverage ratio and (ii) the unused portion of the revolving commitments under the Credit Facility.
Guarantees and Security
The obligations under the Credit Facility are guaranteed by certain of the Company’s subsidiaries located in the United States. The obligations under the Credit Facility are secured by a first priority lien on substantially all current and future tangible and intangible property of the Credit Parties and pledges of the equity of certain subsidiaries, in each case subject to certain exceptions, limitations and customary exclusions from the collateral.
Certain Covenants and Events of Default
The Credit Agreement contains customary affirmative covenants, including financial statement reporting requirements and delivery of a compliance certificate. The Credit Agreement also contains customary negative covenants that limit the Credit Parties’ (and their Restricted Subsidiaries’) ability to, among other things, grant or incur liens, dispose of assets, incur additional indebtedness, make certain investments, restricted payments or restricted debt payments, and enter into certain mergers and acquisitions, subject in each case to certain customary exclusions, exceptions and baskets. In addition, the Credit Agreement contains certain financial covenants applicable from time to time, which include Total Net Leverage Ratio and Fixed Charge Coverage Ratio.
The Credit Agreement also contains customary events of default (subject to certain exceptions, thresholds and grace periods), including, among other things, the failure to pay obligations when due, breach of covenants, cross-default to certain other indebtedness, bankruptcy-related defaults, certain monetary judgment defaults, and certain change of control events. The occurrence of an event of default may result
in the termination of the Credit Agreement and acceleration of repayment obligations with respect to any outstanding obligations under the Credit Facility.
The foregoing description of the material terms of the Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
On March 13, 2026, in connection with the Company’s entry into the Credit Facility, the Company terminated without penalty, and repaid all outstanding indebtedness and obligations under, (i) its existing bridge loan credit agreement (the “Goldman Bridge Loan Facility”), dated as of November 12, 2025, by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders, sole lead arranger and bookrunner, and a lender and (ii) its existing senior secured asset-based revolving credit facility (the “Capital One ABL Facility”), dated as of December 4, 2023, by and among the Company and certain subsidiaries of the Company, as borrowers, the financial institutions from time to time party thereto as lenders, and Capital One, National Association as agent for the lenders and itself a lender. All security agreements and related financing arrangements entered into with the Company’s former lenders under the Goldman Bridge Loan Facility and Capital One ABL Facility were terminated substantially concurrently with the effectiveness of the Credit Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 above is incorporated by reference into this item 2.03.
Item 7.01 Regulation FD
On March 16, 2026, the Company issued a press release announcing its entry into the Credit Agreement and the termination of the Goldman Bridge Loan Facility and the Capital One ABL Facility. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
The information furnished under this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit Number | | Description |
10.1 * ** | | 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 |
99.1 | | Press release, dated March 16, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain annexes, schedules and exhibits have been 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: March 16, 2026 | Phreesia, Inc. |
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| By: | /s/ Balaji Gandhi |
| Name: | Balaji Gandhi |
| Title: | Chief Financial Officer |
Exhibit 99.1
Phreesia Announces Refinancing of Bridge Loan with New $275 Million Revolving Credit Facility
Company repaid $20 million of bridge loan during fiscal fourth quarter and fully refinanced remaining balance with new long-term credit facility
ALL-REMOTE COMPANY/WILMINGTON, Del. — March 16, 2026 — Phreesia, Inc. (NYSE: PHR) ("Phreesia" or the "Company") today announced the refinancing of its existing bridge loan (the “Bridge Loan”) by its entry into a new credit agreement providing for a senior secured revolving credit facility (the "New Credit Facility") of up to $275 million in aggregate principal amount, with Capital One, National Association (“Capital One”) serving as agent for the lenders. The Company borrowed approximately $92.2 million under the New Credit Facility at closing and used the proceeds to repay all outstanding indebtedness and obligations under the Bridge Loan, which was terminated without penalty. Remaining availability under the New Credit Facility may be used for working capital, capital expenditures, permitted acquisitions and other general corporate purposes.
The Bridge Loan, a 364-day $110 million secured term loan with Goldman Sachs Bank USA dated November 12, 2025, was used to fund a portion of the consideration for the acquisition of AccessOne Parent Holdings, Inc. and its subsidiaries (the “AccessOne Acquisition”). During the fiscal quarter ended January 31, 2026, the Company repaid $20 million of the outstanding principal balance of the Bridge Loan.
The New Credit Facility also replaces the Company's existing $50 million senior secured asset-based revolving credit facility with Capital One, which had no outstanding borrowings and was terminated without penalty in connection with the closing of the New Credit Facility.
“This refinancing is consistent with our stated plan to replace the bridge loan with a long-term revolving credit facility,” said Chaim Indig, Phreesia’s CEO and Co-Founder. “The new facility reduces our borrowing costs and enhances our longer-term financial flexibility.”
For more information, please see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2026.
About Phreesia
Phreesia is a trusted leader in patient activation, giving healthcare providers, life sciences companies and other organizations tools to help patients take a more active role in their care. Founded in 2005, Phreesia enabled approximately 170 million patient visits in 2024—1 in 7 visits across the U.S.—scale that we believe allows us to make meaningful impact. Offering patient-driven digital solutions for intake, outreach, education and more, Phreesia enhances the patient experience, drives efficiency and improves healthcare outcomes.
To learn more, visit phreesia.com.
Forward-Looking Statements
This press release includes express or implied statements that are not historical facts and are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements generally relate to future events or our future financial or operating performance and may contain projections of our future results of operations or of our financial information or state other forward-looking information. These statements include, but are not limited to, statements regarding our borrowing costs and financial flexibility. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of
these terms or other comparable terminology, although not all forward-looking statements contain these words. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including, without limitation, risks associated with: the ability to integrate operations or realize any operational or corporate synergies and other benefits from the AccessOne Acquisition; our ability to effectively manage our growth and meet our growth objectives; our focus on the long-term and our investments in growth; the competitive environment in which we operate; our ability to comply with the covenants in the New Credit Facility; changes in market conditions and receptivity to our products and services; our ability to develop and release new products and services and successful enhancements, features and modifications to our existing products and services; our ability to maintain the security and availability of our platform; the impact of cyberattacks, security incidents or breaches impacting our business; changes in laws and regulations applicable to our business model; our ability to make accurate predictions about our industry and addressable market; our ability to attract, retain and cross-sell to healthcare services clients; our ability to continue to operate effectively with a primarily remote workforce and attract and retain key talent; our ability to realize the intended benefits of our acquisitions and partnerships; difficulties in integrating our acquisitions and investments; artificial intelligence that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data, increasing our regulatory and compliance burden and increasing competition; and other general market, political, economic and business conditions (including from the U.S. federal government, tariff and trade issues, and the warfare and/or political and economic instability in Ukraine, the Middle East or elsewhere). The forward-looking statements contained in this letter are also subject to other risks and uncertainties, including those listed or described in our filings with the SEC, including in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this letter speak only as of the date on which the statements are made. We undertake no obligation to update, and expressly disclaim the obligation to update, any forward-looking statements made in this letter to reflect events or circumstances after the date of this letter or to reflect new information or the occurrence of unanticipated events, except as required by law.
Contacts
Investors:
Balaji Gandhi
Phreesia, Inc.
investors@phreesia.com
(929) 506-4950
Media:
Nicole Gist
Phreesia, Inc.
nicole.gist@phreesia.com
(407) 760-6274
