false000141240800014124082026-02-232026-02-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
February 23, 2026
___________________________________
Phreesia, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
| | | | | | | | |
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:
| | | | | | | | |
| 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 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(a) Retirement of Edward L. Cahill
Edward L. Cahill, a member of the Board of Directors (the “Board”) of Phreesia, Inc. (the “Company”), submitted notice on February 23, 2026 that he will retire from the Board at the end of his current term and will not stand for re-election at the Company's 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The decision by Mr. Cahill to retire as a director was not a result of any disagreement with the Board or management of the Company. Mr. Cahill serves as a member of the Board’s Compensation Committee. The Board thanks Mr. Cahill for his years of service and contributions to the Company.
Retirement of Michael Weintraub
Michael Weintraub, Chair of the Board, submitted notice on February 23, 2026 that he will retire from the Board at the end of his current term and will not stand for re-election at the Company's 2026 Annual Meeting. The decision by Mr. Weintraub to retire as a director was not a result of any disagreement with the Board or management of the Company. Mr. Weintraub serves as Chair of the Board’s Compensation Committee and as a member of the Board’s Nominating and Corporate Governance Committee. The Board thanks Mr. Weintraub for his years of service and contributions to the Company.
(d) Appointment of Jon Kessler
On February 23, 2026, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board appointed Jon Kessler to the Board, effective April 6, 2026. Mr. Kessler will serve as a Class I director of the Company, to hold office until the 2026 annual meeting of stockholders or until his earlier death, resignation or removal.
In connection with his appointment to the Board, and pursuant to the Third Amended and Restated Non-Employee Director Compensation Policy, the Company will grant Mr. Kessler a pro-rated annual grant for restricted stock units valued at $40,041 (the “Initial RSU Grant”). The Initial RSU Grant will vest in full upon the earlier to occur of one year from the grant date or the date of the next annual meeting of the Company’s stockholders, subject to Mr. Kessler’s continued service on the Board. Additionally, in connection with his appointment to the Board, the Company will grant Mr. Kessler an initial new hire grant for restricted stock units valued at $185,000 (the “New Hire Grant”). As determined by the Compensation Committee of the Board (and consistent with the Company’s Third Amended and Restated Non-Employee Director Compensation Policy) the New Hire Grant shall have a four (4) year vesting schedule, with 25% of such units vesting on the first anniversary of the vesting start date, 25% vesting on the second anniversary of the vesting start date, 25% vesting on the third anniversary of the vesting start date, and 25% vesting on the fourth anniversary of the vesting start date, subject to the terms and conditions of the 2019 Stock Option and Incentive Plan and the applicable restricted stock unit agreement.
In connection with his appointment, Mr. Kessler will enter into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed on June 21, 2019. There are no arrangements or understandings between Mr. Kessler and any other person pursuant to which Ms. Kessler was appointed as a member of the Board. There are no family relationships between Mr. Kessler, on the one hand, and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer, on the other, and Mr. Kessler is not a party to any transaction or relationship with the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.
The Company’s Fourth Amended and Restated Bylaws provide that the authorized number of directors of the Company shall be fixed by resolution of the Board. On February 23, 2026, in connection with the foregoing retirements and appointment, the Board (i) increased the authorized number of directors from
eight to nine by increasing the size of Class I of the Board by one position, effective April 6, 2026, and (ii) decreased the authorized number of directors from nine to seven by decreasing the size of Class I of the Board by two positions, effective immediately prior to the 2026 Annual Meeting.
Item 7.01 Regulation FD Disclosure
A press release regarding the matters set forth in Item 5.02 is furnished hereto as Exhibit 99.1.
The information furnished in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
99.1 | | Press release, dated February 23, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | | | | |
| Date: February 23, 2026 | Phreesia, Inc. |
| | |
| By: | /s/ Balaji Gandhi |
| Name: | Balaji Gandhi |
| Title: | Chief Financial Officer |
Exhibit 99.1
Phreesia Appoints Jon Kessler to Board of Directors
Industry Veteran Brings Track Record of Technology-Driven Growth and Value Creation
Edward L. Cahill and Michael Weintraub to Retire at 2026 Annual Meeting of Stockholders
ALL-REMOTE COMPANY/WILMINGTON, Del. -- February 23, 2026 -- Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the “Company”) today announced that it has appointed Jon Kessler to its Board, effective April 6, 2026. In addition, Edward L. Cahill and Michael Weintraub have informed the Board that they will retire from the Board, effective at the 2026 Annual Meeting.
Mr. Kessler is an experienced public company CEO and director who will bring valuable expertise to the Phreesia Board. As founder, Chairman and CEO of WageWorks and most recently President and CEO of HealthEquity (NASDAQ:HQY), he has spent the majority of his career leading and scaling healthcare financial services companies, with a deep focus on driving shareholder value creation through technological innovation.
“Jon’s appointment reflects Phreesia’s commitment to maintaining a high-caliber Board by continually adding independent directors with highly relevant backgrounds, expertise and skill sets,” said Chaim Indig, CEO and Co-Founder of Phreesia. “His experience at two companies at the intersection of the consumer, financial and healthcare industries aligns closely with our mission to make care easier every day through innovative technology solutions. Our discussions with Jon over the past months have made clear that his knowledge and background make him a valuable addition to our Board as we strengthen our platform, introduce new offerings, enhance the patient experience and drive value for shareholders.”
“I have long admired Phreesia for its leadership in modernizing the patient intake experience,” said Mr. Kessler. “As I have had a chance to get to know members of the Board over the last few months, it has become clear to me that the Company is well positioned for continued growth and impact as it continues to address critical challenges across the healthcare ecosystem. I am honored to join the Board and look forward to supporting Phreesia’s mission.”
Mr. Cahill and Mr. Weintraub have helped oversee Phreesia since the Company’s founding. Since going public in 2019, the Company has grown revenue from approximately $100 million to over $460 million for the twelve months ended October 31, 2025. In 2024, Phreesia enabled approximately 170 million patient visits, nearly 1 in 7 visits across the U.S.
“On behalf of the Board, I would like to express my gratitude to Ed and Michael for their many contributions as directors,” said Mr. Indig. “Their guidance was instrumental during our successful IPO in 2019 and continues to shape Phreesia’s growth strategy. We thank them both for their dedication to Phreesia.”
Mr. Weintraub will continue to serve as Board Chair until his retirement date, at which point a new director will be appointed Chair.
Following these changes, the Board will reduce its size to seven directors, six of whom are independent and two of whom have been appointed in the last three years.
ABOUT JON KESSLER
Jon Kessler is a seasoned public company executive with more than two decades of leadership experience in healthcare technology and financial services. He most recently served as President and Chief Executive Officer of HealthEquity, where he led the company through its initial public offering and scaled it into a market leader with an enterprise value of approximately $10 billion. Prior to HealthEquity,
Mr. Kessler founded WageWorks and served as Chairman and Chief Executive Officer, growing the company to approximately $150 million in revenue in seven years through technology, product and business model innovation. Before that, he was a benefits taxation specialist at Arthur Andersen, LLP and a senior economist in Washington, D.C., specializing in employee benefits and environmental taxation during the Clinton and Bush (Sr.) administrations. Mr. Kessler holds a Master of Public Policy from Harvard University’s John F. Kennedy School of Government and a Bachelor of Arts from George Washington University, and he qualifies as an audit committee financial expert under SEC rules.
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.
Investors:
Balaji Gandhi
Phreesia, Inc.
investors@phreesia.com
(929) 506-4950
Media:
Nicole Gist
Phreesia, Inc.
nicole.gist@phreesia.com
(407) 760-6274
