Pale Fire Capital discloses 12.7% Phreesia (NYSE: PHR) stake in 13D/A

Rhea-AI Filing Summary

Pale Fire Capital and associated entities filed an amended Schedule 13D reporting a substantial ownership position in Phreesia, Inc. The group reports beneficial ownership of 7,648,829 shares of common stock, representing approximately 12.7% of Phreesia’s outstanding shares based on 60,287,003 shares outstanding as of December 2, 2025.

The filing states that Pale Fire Capital SICAV a.s. acquired these shares using working capital, with an aggregate purchase price of about $93,009,793 including brokerage commissions. Related Czech entities and individuals, including Pale Fire Capital investicni spolecnost a.s., Pale Fire Capital, Dusan Senkypl, and Jan Barta, may be deemed beneficial owners through their control roles, while expressly disclaiming beneficial ownership of shares they do not directly own. Recent transactions are referenced in an exhibit listing open‑market trades.

Insights

Equity ownership & activism analyst

Amended 13D confirms Pale Fire Capital’s sizable 12.7% Phreesia stake.

The filing shows Pale Fire Capital SICAV directly holds 7,648,829 Phreesia shares, or 12.7% of the company, based on 60,287,003 shares outstanding as of December 2, 2025. The position was acquired with working capital for about $93,009,793, including commissions.

Control relationships mean related entities and individuals may be deemed beneficial owners of this same block, but they formally disclaim ownership of shares not directly held. The amendment also points to open‑market transactions in an exhibit, indicating trading activity but without describing any change in strategic intent in the excerpt provided.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Phreesia, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

71944F106

(CUSIP Number)

JAN BARTA
PALE FIRE CAPITAL SE, Zatecka 55/14, Josefov,
Prague, 2N, 110 00
420-777-767-773

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 71944F106

1

Name of reporting person

Pale Fire Capital SICAV a.s.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,648,829.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,648,829.00

11

Aggregate amount beneficially owned by each reporting person

7,648,829.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 71944F106

1

Name of reporting person

Pale Fire Capital investicni spolecnost a.s.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,648,829.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,648,829.00

11

Aggregate amount beneficially owned by each reporting person

7,648,829.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 71944F106

1

Name of reporting person

Pale Fire Capital SE

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,648,829.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,648,829.00

11

Aggregate amount beneficially owned by each reporting person

7,648,829.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.7 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 71944F106

1

Name of reporting person

Senkypl Dusan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,648,829.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,648,829.00

11

Aggregate amount beneficially owned by each reporting person

7,648,829.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.7 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 71944F106

1

Name of reporting person

Barta Jan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,648,829.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,648,829.00

11

Aggregate amount beneficially owned by each reporting person

7,648,829.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.7 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Phreesia, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1521 CONCORD PIKE, SUITE 301 PMB 221, WILMINGTON, DELAWARE , 19803.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The shares of the Issuer's Common Stock, par value $0.01 per share (the "Shares") purchased by PFC SICAV were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 7,648,829 Shares beneficially owned by PFC SICAV is approximately $93,009,793, including brokerage commissions.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 60,287,003 Shares outstanding as of December 2, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2025. As of the date hereof, PFC SICAV directly beneficially owned 7,648,829 Shares, constituting approximately 12.7% of the Shares outstanding. PFC IS, as the investment manager of PFC SICAV, may be deemed to beneficially own the 7,648,829 Shares beneficially owned directly by PFC SICAV, constituting approximately 12.7% of the Shares outstanding. 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 7,648,829 Shares beneficially owned directly by PFC SICAV, constituting approximately 12.7% of the Shares outstanding. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the 7,648,829 Shares beneficially owned directly by PFC SICAV, constituting approximately 12.7% of the Shares outstanding. 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 7,648,829 Shares beneficially owned directly by PFC SICAV, constituting approximately 12.7% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(c)	Item 5(c) is hereby amended and restated to read as follows: The transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D are set forth in Exhibit 2 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 2 - Transactions in Securities.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pale Fire Capital SICAV a.s.

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Authorized Representative
Date:	03/19/2026

Pale Fire Capital investicni spolecnost a.s.

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Board Member
Date:	03/19/2026

Pale Fire Capital SE

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Chairman of the Board
Date:	03/19/2026

Senkypl Dusan

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl
Date:	03/19/2026

Barta Jan

Signature:	/s/ Jan Barta
Name/Title:	Jan Barta
Date:	03/19/2026

FAQ

How large is Pale Fire Capital’s stake in Phreesia (PHR) according to this Schedule 13D/A?

Pale Fire Capital SICAV reports beneficial ownership of 7,648,829 Phreesia shares, or about 12.7% of the company, based on 60,287,003 shares outstanding as of December 2, 2025. This represents a significant single‑holder position in the common stock.

What was the purchase price for Pale Fire Capital’s Phreesia (PHR) shares?

The filing states Pale Fire Capital SICAV acquired its 7,648,829 Phreesia shares for an aggregate purchase price of approximately $93,009,793, including brokerage commissions. The shares were purchased using working capital, which may include ordinary‑course margin loans from brokerage firms.

Which entities are listed as reporting persons in the Phreesia (PHR) Schedule 13D/A?

Reporting persons include Pale Fire Capital SICAV a.s., Pale Fire Capital investicni spolecnost a.s., Pale Fire Capital, and individuals Dusan Senkypl and Jan Barta. Each may be deemed to beneficially own the same 7,648,829 shares through control relationships, subject to express ownership disclaimers.

On what share count is Pale Fire Capital’s 12.7% Phreesia (PHR) ownership based?

The 12.7% ownership figure is calculated using 60,287,003 Phreesia common shares outstanding as of December 2, 2025. That outstanding share number comes from Phreesia’s Quarterly Report on Form 10‑Q filed with the SEC on December 9, 2025.

How did Pale Fire Capital fund its Phreesia (PHR) share purchases?

The Schedule 13D/A states that Pale Fire Capital SICAV bought Phreesia shares using working capital. That working capital may include margin loans provided by brokerage firms in the ordinary course of business, according to the disclosure, alongside cash resources.

Does the Phreesia (PHR) Schedule 13D/A describe recent trading by Pale Fire Capital?

Yes. The amendment explains that transactions in Phreesia securities by the reporting persons since a prior filing are listed in Exhibit 2. It notes those trades were executed in the open market unless otherwise indicated in that exhibit, which details individual transactions.