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Phreesia, Inc. 8-K Filings

PHR NYSE

Every 8-K that Phreesia, Inc. (PHR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow PHR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PHR filings page.

Rhea-AI Summary

Phreesia, Inc. (PHR) reported fiscal second-quarter 2027 results for the period ended July 31, 2026, showing continued growth and improved profitability. Total revenue was $129.5 million, up 10% year-over-year, led by 36% growth in payment solutions, while network solutions grew 9% and subscription and related services declined 2% as the company moderates subscription pricing in favor of downstream revenues.

Net income was $1.9 million versus $0.7 million a year earlier, and Adjusted EBITDA rose to $32.9 million from $22.1 million, reflecting operating leverage as major operating expense lines declined year-over-year. Phreesia generated $18.3 million of operating cash flow and $13.8 million of free cash flow, which, together with available cash, supported a $23.5 million reduction in long-term debt during the quarter; long-term debt stood at about $60.7 million at quarter end.

The business base continued to expand: Average Healthcare Services Clients (AHSCs) reached 4,744, up 6% year-over-year, and revenue per AHSC was $27,289, up 4%. Management is maintaining its fiscal 2027 guidance for revenue of $510–$520 million and Adjusted EBITDA of $125–$135 million, which assumes roughly $37 million of revenue contribution from AccessOne. A restructuring plan announced in May 2026, eliminating about 220 positions with expected charges of roughly $10 million, is intended to lower operating expenses and drive run-rate savings.

Rhea-AI Summary

Phreesia, Inc. reported the results of its annual stockholder meeting held on June 24, 2026. Stockholders elected Chaim Indig and Jon Kessler as Class I directors for three-year terms ending at the 2029 annual meeting, with each receiving over 42.9 million votes in favor.

Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027, with 51,326,138 votes for and limited opposition. In addition, they approved on a non-binding, advisory basis the compensation of the company’s named executive officers.

Rhea-AI Summary

Phreesia reported a profitable start to fiscal 2027, with solid growth and stronger cash generation. Fiscal first-quarter revenue reached $130.9 million, up 13% year-over-year, led by 40% growth in payment solutions and 15% growth in network solutions, while subscription and related services declined 3%.

The company served an average of 4,708 healthcare services clients, up 7%, and total revenue per client rose 6% to $27,811. Net income was $3.0 million, compared with a $3.9 million loss a year earlier, and Adjusted EBITDA increased to $30.5 million from $20.8 million. Operating cash flow improved to $23.9 million and free cash flow to $16.4 million.

Phreesia refinanced its bridge loan with a new $275 million senior secured revolving credit facility and ended the quarter with $76.4 million in cash, cash equivalents and restricted cash and $84.2 million outstanding under the new facility. It also expanded AccessOne’s securitization program with PNC Bank from $200 million to $300 million and extended it to 2029.

The company implemented a restructuring of its Engineering and Product organizations, eliminating roughly 200 internal and contractor roles to embed AI and improve efficiency, with expected savings already reflected in guidance. For fiscal 2027, Phreesia is maintaining its outlook for revenue of $510–$520 million and Adjusted EBITDA of $125–$135 million, assuming about $37 million of revenue from AccessOne, mid-single-digit percentage growth in healthcare services clients and low-single-digit percentage growth in revenue per client. Management notes that some network solutions clients are committing lower spend in the second half of the year, introducing more variability into that revenue stream, while demand in other areas is tracking prior expectations.

Rhea-AI Summary

Phreesia, Inc. has launched a restructuring plan aimed at reducing operating expenses and aligning its cost structure with current business priorities. The plan includes eliminating approximately 220 positions, with around half coming from contractor roles.

The company does not expect restructuring costs to be material and anticipates most will occur during fiscal year 2027. Management expects the plan to generate meaningful annualized run-rate expense savings, which were already incorporated into its Adjusted EBITDA outlook for fiscal year 2027 shared on March 30, 2026. These expectations depend on various assumptions, and actual results could differ.

Rhea-AI Summary

Phreesia, Inc. amended its receivables financing facility for subsidiaries AccessOne Funding and AccessOne MedCard. The amendment increases the facility limit from $200,000,000 to $300,000,000 and extends the scheduled termination date from May 4, 2026 to April 30, 2029.

The changes also revise definitions, covenants, eligibility and concentration provisions, servicing fees and settlement mechanics. The concentration limit for Eligible Receivables tied to lower-rated or unrated Providers was raised from 5.00% to 15.00% of the aggregate Securitization Value, subject to administrative agent approval.

Phreesia, together with AccessOne Holdings, entered into an Amended and Restated Performance Guaranty, adding Phreesia as a joint and several co‑guarantor of AccessOne MedCard’s performance obligations under the receivables program. Other guaranty terms remain consistent with the original structure and do not guarantee collection of pool receivables.

Rhea-AI Summary

Phreesia, Inc. reported solid fourth-quarter fiscal 2026 results but reduced its revenue outlook for fiscal 2027. Q4 revenue was $127.1 million, up 16% year-over-year, led by payment solutions and the AccessOne acquisition, with adjusted EBITDA of $29.4 million and a 23% margin.

For fiscal 2026, Phreesia surpassed $100 million in adjusted EBITDA, generated over $50 million in free cash flow, and delivered its first full-year positive GAAP net income. Management now expects fiscal 2027 revenue of $510–$520 million, down from a prior $545–$559 million range, mainly due to weaker visibility and lower commitments from certain pharmaceutical and public health clients in its network solutions business, while maintaining adjusted EBITDA guidance of $125–$135 million.

Rhea-AI Summary

Phreesia reported a strong turnaround for fiscal 2026, achieving profitability and robust cash generation. Fiscal-year revenue reached $480.6 million, up 14% year-over-year. Net income was $2.3 million, compared with a $58.5 million loss in fiscal 2025, while Adjusted EBITDA rose to $101.5 million from $36.8 million.

Free cash flow improved to $54.4 million from $8.3 million, supported by operating cash flow of $78.8 million. In the fourth quarter, revenue was $127.1 million, up 16%, with net income of $1.3 million and Adjusted EBITDA of $29.4 million. The company closed the $164 million AccessOne Acquisition and later refinanced its $110 million Bridge Loan into a new $275 million, five-year senior secured revolving credit facility.

For fiscal 2027, Phreesia lowered its revenue outlook to $510–$520 million from $545–$559 million, citing lower second-half commitments from certain pharmaceutical network solutions clients, but maintained its Adjusted EBITDA target of $125–$135 million. Management expects continued operating leverage, aided by AI-driven efficiency initiatives, and mid-single-digit AHSC growth with lower revenue-per-client growth.

Rhea-AI Summary

Phreesia, Inc. entered into a new senior secured revolving credit facility of up to $275,000,000 with Capital One and a lender syndicate. The company borrowed approximately $92.2 million at closing and used the proceeds to fully repay its existing 364‑day $110 million bridge loan, which had already been reduced by $20 million in the fiscal quarter ended January 31, 2026.

The new facility also replaces Phreesia’s undrawn $50 million asset‑based revolver with Capital One. The credit agreement includes financial covenants based on Total Net Leverage Ratio and Fixed Charge Coverage Ratio, is secured by substantially all assets of the credit parties, and can be prepaid without penalty. Related prior security arrangements were terminated in connection with the new agreement.

Rhea-AI Summary

Phreesia, Inc. is refreshing its Board of Directors, appointing Jon Kessler as a Class I director effective April 6, 2026, while long-time directors Edward L. Cahill and Michael Weintraub plan to retire at the 2026 annual meeting of stockholders.

Kessler, a veteran healthcare technology and financial services executive, will receive a pro-rated annual restricted stock unit grant valued at $40,041 plus an initial new-hire RSU grant valued at $185,000, vesting over four years under the company’s 2019 Stock Option and Incentive Plan.

Since Phreesia’s IPO in 2019, revenue has grown from approximately $100 million to over $460 million for the twelve months ended October 31, 2025, and the company enabled about 170 million patient visits in 2024, roughly one in seven visits across the U.S.

Rhea-AI Summary

Phreesia, Inc. filed Amendment No. 1 to a Form 8-K to supplement its earlier disclosure of the completed AccessOne Acquisition. The amendment adds required historical financial statements for AccessOne Parent Holdings, Inc. and its subsidiaries, including audited annual and interim consolidated financial statements with related notes.

The filing also includes unaudited pro forma condensed combined financial statements for Phreesia, giving effect to the AccessOne Acquisition and a new secured term loan entered on the Closing Date. Phreesia notes these pro forma figures are illustrative only and are not meant to represent actual or projected future results.

Rhea-AI Summary

Phreesia, Inc. announced its financial results for the fiscal quarter ended October 31, 2025, by releasing a stakeholder letter and a press release on December 8, 2025. These materials, provided as exhibits to the report, give more detail on the company’s recent operating performance and business trends. The company also notes that the furnished materials are not treated as filed for liability purposes under securities laws unless specifically incorporated by reference elsewhere.

Rhea-AI Summary

Phreesia (PHR) completed the acquisition of AccessOne on November 12, 2025. AccessOne equityholders received approximately $163 million in cash. The purchase was funded by about $107 million of net proceeds from a new bridge loan, $50 million of cash on hand, and $6 million of cash acquired from AccessOne.

To support the deal, Phreesia closed a $110 million, 364‑day secured term “Bridge Loan” led by Goldman Sachs Bank USA. The loan bears interest at SOFR plus a margin and adds duration fees of 0.75%, 1.25%, and 1.50% if it remains outstanding past 90, 180, or 270 days. It matures on November 11, 2026, allows voluntary prepayment without penalty, and is subject to customary mandatory prepayments. Phreesia amended its Capital One ABL facility to treat the AccessOne deal as a Permitted Acquisition and the Bridge Loan as Permitted Indebtedness, and added a springing revolver termination aligned with the Bridge’s maturity. The company expects to refinance or replace the Bridge Loan with a long‑term facility. Required financial statements and pro formas will be filed within 71 days.

Rhea-AI Summary

Phreesia entered into a definitive Merger Agreement to acquire AccessOne for a $160 million closing merger consideration, subject to adjustments. The agreement provides that outstanding common and preferred shares, options and warrants of AccessOne will be cancelled and converted into rights to receive cash from the merger consideration, contingent on execution of required support, option cancellation or warrant surrender agreements. The AccessOne board unanimously approved the merger as fair and in the best interests of the company and its stockholders. Closing is subject to customary conditions including requisite stockholder consents, Hart-Scott-Rodino clearance, accuracy of representations and absence of a Material Adverse Effect. The buyer secured buyer-side representation and warranty insurance.

Rhea-AI Summary

Phreesia held its annual stockholder meeting on June 25, 2025, where three key proposals were voted on. The meeting results revealed significant shareholder participation and support for the company's initiatives.

Key voting outcomes:

  • Director Elections: Gillian Munson received strong support with 47.3M votes (91.6% approval), while Mark Smith, M.D. secured 37.7M votes (73% approval) for Class III director positions with three-year terms expiring in 2028
  • Auditor Appointment: Shareholders overwhelmingly approved KPMG LLP as the independent auditor for FY2026, with 99.9% voting in favor (53.6M votes)
  • Executive Compensation: The say-on-pay proposal passed with 90.5% approval (46.7M votes in favor), demonstrating strong shareholder support for the company's executive compensation practices

The voting results indicate robust shareholder engagement, with relatively low abstention rates and clear majorities on all proposals, though notably lower support for Dr. Smith's director election compared to his fellow nominee.