Pale Fire Capital SICAV boosts Phreesia (PHR) stake with 1.28M-share buy

Rhea-AI Filing Summary

Pale Fire Capital SICAV a.s., as part of a group of reporting persons, bought a total of 1,275,500 shares of Phreesia, Inc. common stock in open-market transactions over three days. Purchases occurred on March 31, April 1 and April 2 at weighted average prices of about $8.16, $8.43 and $8.31 per share. Following these transactions, PFC SICAV indirectly held 8,924,329 Phreesia shares. Other affiliated entities and individuals may be deemed to beneficially own these securities through control relationships, but they disclaim beneficial ownership beyond their pecuniary interests.

Insights

Equity ownership & governance analyst

Large shareholder group increased its Phreesia stake via open-market buying.

The filing shows entities associated with Pale Fire Capital collectively increasing their position in Phreesia by 1,275,500 common shares through open-market purchases around the $8 level. All transactions are non-derivative, meaning they directly expand the cash equity stake rather than converting options or other instruments.

The shares are directly owned by Pale Fire Capital SICAV a.s., with related entities and individuals potentially deemed beneficial owners via control structures. The group already exceeds the 10% ownership threshold referenced for Section 13(d) purposes, and now reports 8,924,329 shares held after the latest buys.

These are net purchases with no same-day sales or derivative exercises disclosed, and no remaining derivative positions listed in the excerpt. While directionally supportive as insider buying by a major holder, the overall significance depends on Phreesia’s total share count and broader ownership base, which are not detailed here.

Insider Trade Summary

Net Buyer: 1,275,500 shares ($10,464,823)

Net Buy 3 txns

Insider Pale Fire Capital SE, Pale Fire Capital SICAV a.s., Pale Fire Capital investicni spolecnost a.s., Senkypl Dusan, Barta Jan

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Bought 1,275,500 shs ($10.46M)

Type	Security	Shares	Price	Value
Purchase	Common Stock, par value $0.01 per share	106,236	$8.3061	$882K
Purchase	Common Stock, par value $0.01 per share	168,764	$8.4256	$1.42M
Purchase	Common Stock, par value $0.01 per share	1,000,500	$8.1564	$8.16M

Holdings After Transaction: Common Stock, par value $0.01 per share — 8,924,329 shares (Indirect, By Pale Fire Capital SICAV a.s.)

Footnotes (1)

1. This Form 4 is filed jointly by Pale Fire Capital SE ("Pale Fire Capital"), Pale Fire Capital SICAV a.s. ("PFC SICAV"), Pale Fire Capital investicni spolecnost a.s. ("PFC IS"), Dusan Senkypl and Jan Barta (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock, par value $0.01 per share. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.7780 to $8.3039, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased in each transaction. Represents securities directly owned by PFC SICAV. PFC IS, as the investment manager of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Pale Fire Capital, as the controlling person and sole shareholder of each of PFC SICAV and PFC IS, may be deemed to beneficially own the securities beneficially owned directly by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities beneficially owned directly by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital and Chief Investment Officer of PFC IS, may be deemed to beneficially own the securities beneficially owned directly by PFC SICAV. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.4080 to $8.5269, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased in each transaction.

Key Figures

Total shares purchased: 1,275,500 shares Purchase price March 31: $8.1564 per share Purchase price April 1: $8.4256 per share +3 more

6 metrics

Total shares purchased 1,275,500 shares Net open-market buys across three days

Purchase price March 31 $8.1564 per share Weighted average price for 1,000,500 shares

Purchase price April 1 $8.4256 per share Weighted average price for 168,764 shares

Purchase price April 2 $8.3061 per share Price for 106,236 shares

Shares held after transactions 8,924,329 shares Indirect holdings by Pale Fire Capital SICAV a.s.

Net buy direction 1,275,500 shares net-buy Transaction summary netBuySellShares

Key Terms

Section 13(d) group, weighted average price, pecuniary interest, beneficially own

4 terms

Section 13(d) group regulatory

"may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10%"

weighted average price financial

"Represents a weighted average price. These shares were purchased in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

pecuniary interest financial

"disclaim beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest"

beneficially own financial

"may be deemed to beneficially own the securities directly owned by PFC SICAV"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pale Fire Capital SE

(Last) (First) (Middle)

ZATECKA 55/14, JOSEFOV

(Street)

PRAGUE 110 00

(City) (State) (Zip)

CZECH REPUBLIC

(Country)

2. Issuer Name and Ticker or Trading Symbol
Phreesia, Inc. [ PHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share(1)	03/31/2026		P		1,000,500	A	$8.1564(2)	8,649,329	I	By Pale Fire Capital SICAV a.s.(3)
Common Stock, par value $0.01 per share(1)	04/01/2026		P		168,764	A	$8.4256(4)	8,818,093	I	By Pale Fire Capital SICAV a.s.(3)
Common Stock, par value $0.01 per share(1)	04/02/2026		P		106,236	A	$8.3061	8,924,329	I	By Pale Fire Capital SICAV a.s.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Pale Fire Capital SE

(Last) (First) (Middle)

ZATECKA 55/14, JOSEFOV

(Street)

PRAGUE 110 00

(City) (State) (Zip)

CZECH REPUBLIC

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pale Fire Capital SICAV a.s.

(Last) (First) (Middle)

ZATECKA 55/14, JOSEFOV

(Street)

PRAGUE 110 00

(City) (State) (Zip)

CZECH REPUBLIC

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pale Fire Capital investicni spolecnost a.s.

(Last) (First) (Middle)

ZATECKA 55/14, JOSEFOV

(Street)

PRAGUE 110 00

(City) (State) (Zip)

CZECH REPUBLIC

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Senkypl Dusan

(Last) (First) (Middle)

JESTRABI 493, OSNICE

(Street)

JESENICE 252 42

(City) (State) (Zip)

CZECH REPUBLIC

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Barta Jan

(Last) (First) (Middle)

NA BATERIICH 104/35, BREVNOV

(Street)

PRAGUE 16200

(City) (State) (Zip)

CZECH REPUBLIC

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is filed jointly by Pale Fire Capital SE ("Pale Fire Capital"), Pale Fire Capital SICAV a.s. ("PFC SICAV"), Pale Fire Capital investicni spolecnost a.s. ("PFC IS"), Dusan Senkypl and Jan Barta (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock, par value $0.01 per share. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.7780 to $8.3039, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased in each transaction.

3. Represents securities directly owned by PFC SICAV. PFC IS, as the investment manager of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Pale Fire Capital, as the controlling person and sole shareholder of each of PFC SICAV and PFC IS, may be deemed to beneficially own the securities beneficially owned directly by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities beneficially owned directly by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital and Chief Investment Officer of PFC IS, may be deemed to beneficially own the securities beneficially owned directly by PFC SICAV.

4. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.4080 to $8.5269, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased in each transaction.

	Pale Fire Capital SE, By: /s/ Dusan Senkypl, Chairman of the Board	04/02/2026
	Pale Fire Capital SICAV a.s., By: /s/ Dusan Senkypl, Authorized Representative	04/02/2026
	Pale Fire Capital investicni spolecnost a.s., By: /s/ Dusan Senkypl, Board Member	04/02/2026
	By: /s/ Dusan Senkypl	04/02/2026
	By: /s/ Jan Barta	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Pale Fire Capital SICAV a.s. report in this Phreesia (PHR) Form 4?

Pale Fire Capital SICAV a.s. reported open-market purchases of 1,275,500 Phreesia common shares. The transactions occurred over three days and increased its indirectly held position to 8,924,329 shares, reflecting additional cash equity investment rather than option exercises or derivative conversions.

On which dates did Pale Fire Capital SICAV a.s. buy Phreesia (PHR) shares and at what prices?

The group bought Phreesia shares on March 31, April 1 and April 2. Reported weighted average prices were about $8.1564, $8.4256 and $8.3061 per share, reflecting multiple trades within each day aggregated into average transaction prices.

How many Phreesia (PHR) shares does Pale Fire Capital SICAV a.s. hold after these transactions?

After the reported purchases, Pale Fire Capital SICAV a.s. indirectly holds 8,924,329 shares of Phreesia common stock. This figure reflects its position following the three open-market transactions detailed in the Form 4, as disclosed in the post-transaction ownership column.

Who are the reporting persons in this Phreesia (PHR) Form 4 filing?

The filing lists Pale Fire Capital SE, Pale Fire Capital SICAV a.s., Pale Fire Capital investicni spolecnost a.s., Dusan Senkypl and Jan Barta as reporting persons. They may be deemed a Section 13(d) group and disclaim beneficial ownership beyond their respective pecuniary interests.

How is ownership of the Phreesia (PHR) shares structured among the Pale Fire Capital entities?

The shares are directly owned by Pale Fire Capital SICAV a.s. Pale Fire Capital investicni spolecnost a.s. may be deemed to beneficially own them as investment manager, and Pale Fire Capital SE and certain individuals may be deemed owners through control roles, subject to their pecuniary interests.

Were any derivatives or option exercises reported in this Phreesia (PHR) Form 4?

No derivative transactions or option exercises are shown in the provided data. All reported trades are non-derivative common stock purchases coded "P" for open-market or private transactions, and the derivative position summary is empty in this excerpt.