Pale Fire Capital (PHR) discloses 8.9M-share, 14.7% stake in Phreesia

Rhea-AI Filing Summary

Phreesia, Inc. investor Pale Fire Capital, through affiliated Czech entities and individuals, has amended its Schedule 13D to update its stake in the company. The group reports beneficial ownership of 8,924,329 shares of common stock, representing 14.7% of Phreesia’s outstanding shares based on 60,763,065 shares outstanding as of March 25, 2026.

The filing states that the shares held by PFC SICAV were acquired using working capital, which can include margin loans from brokerage firms, for an aggregate purchase price of approximately $103,476,772, including commissions. Several related entities and individuals, including Pale Fire Capital and its key principals, may be deemed to share voting and dispositive power over these shares, although each expressly disclaims beneficial ownership of securities not directly owned.

Insights

Equity ownership and governance analyst

Pale Fire Capital’s 14.7% Phreesia stake signals a sizable, disclosed shareholder position but no stated new agenda.

The filing shows PFC SICAV directly holds 8,924,329 Phreesia shares, about 14.7% of the 60,763,065 shares outstanding as of March 25, 2026. The aggregate purchase price is roughly $103,476,772, funded from working capital that may include margin loans.

Control relationships mean Pale Fire Capital and its principals may be deemed to share voting and dispositive power over this block, but they formally disclaim beneficial ownership beyond what each directly owns. The amendment references open-market transactions detailed in an exhibit, suggesting ongoing trading activity, while stopping short of outlining any explicit strategic plans.

The size of the disclosed position makes this group an important shareholder whose decisions could matter in future governance matters. However, the information here is limited to ownership levels and funding sources; subsequent company or shareholder communications would be needed to clarify any strategic intentions linked to this stake.

Key Figures

Beneficially owned shares: 8,924,329 shares Ownership percentage: 14.7% Aggregate purchase price: $103,476,772 +2 more

5 metrics

Beneficially owned shares 8,924,329 shares PFC SICAV direct beneficial ownership as disclosed in Schedule 13D/A

Ownership percentage 14.7% Portion of Phreesia common stock represented by 8,924,329 shares

Aggregate purchase price $103,476,772 Total cost of 8,924,329 shares, including brokerage commissions

Shares outstanding 60,763,065 shares Phreesia shares outstanding as of March 25, 2026, per Form 10-K

Date of event 03/31/2026 Date of event requiring this Schedule 13D/A filing

Key Terms

beneficially owned, Schedule 13D, working capital, margin loans, +1 more

5 terms

beneficially owned financial

"The aggregate purchase price of the 8,924,329 Shares beneficially owned by PFC SICAV is approximately..."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

working capital financial

"The Shares purchased by PFC SICAV were purchased with working capital (which may, at any given time..."

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

margin loans financial

"working capital (which may, at any given time, include margin loans made by brokerage firms..."

Margin loans are loans from a brokerage that let an investor borrow money using their existing stocks, bonds or cash as collateral to buy more securities. They matter because borrowing magnifies both gains and losses—like using a lever to move a heavier load—so small market moves can have outsized effects on your returns; investors also pay interest and risk a margin call, where the broker may force sales if collateral falls below required levels.

open market financial

"All of such transactions were effected in the open market unless otherwise noted therein."

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

03/31/2026

(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 8,924,329.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,924,329.00

11

Aggregate amount beneficially owned by each reporting person

8,924,329.00

12

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

13

Percent of class represented by amount in Row (11)

14.7 %

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 8,924,329.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,924,329.00

11

Aggregate amount beneficially owned by each reporting person

8,924,329.00

12

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

13

Percent of class represented by amount in Row (11)

14.7 %

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 8,924,329.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,924,329.00

11

Aggregate amount beneficially owned by each reporting person

8,924,329.00

12

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

13

Percent of class represented by amount in Row (11)

14.7 %

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 8,924,329.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,924,329.00

11

Aggregate amount beneficially owned by each reporting person

8,924,329.00

12

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

13

Percent of class represented by amount in Row (11)

14.7 %

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 8,924,329.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,924,329.00

11

Aggregate amount beneficially owned by each reporting person

8,924,329.00

12

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

13

Percent of class represented by amount in Row (11)

14.7 %

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 8,924,329 Shares beneficially owned by PFC SICAV is approximately $103,476,772, 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 60,763,065 Shares outstanding as of March 25, 2026, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. As of the date hereof, PFC SICAV directly beneficially owned 8,924,329 Shares, constituting approximately 14.7% of the Shares outstanding. PFC IS, as the investment manager of PFC SICAV, may be deemed to beneficially own the 8,924,329 Shares beneficially owned directly by PFC SICAV, constituting approximately 14.7 % 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 8,924,329 Shares beneficially owned directly by PFC SICAV, constituting approximately 14.7 % 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 8,924,329 Shares beneficially owned directly by PFC SICAV, constituting approximately 14.7% 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 8,924,329 Shares beneficially owned directly by PFC SICAV, constituting approximately 14.7 % 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 Amendment No. 1 to 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:	04/02/2026

Pale Fire Capital investicni spolecnost a.s.

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Board Member
Date:	04/02/2026

Pale Fire Capital SE

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Chairman of the Board
Date:	04/02/2026

Senkypl Dusan

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl
Date:	04/02/2026

Barta Jan

Signature:	/s/ Jan Barta
Name/Title:	Jan Barta
Date:	04/02/2026

FAQ

How many Phreesia (PHR) shares does Pale Fire Capital report owning?

Pale Fire Capital’s group reports beneficial ownership of 8,924,329 Phreesia common shares. These are held directly by PFC SICAV and represent a significant block disclosed in the amended Schedule 13D, making the group a major shareholder in the company.

What percentage of Phreesia (PHR) does Pale Fire Capital’s stake represent?

The filing states that Pale Fire Capital’s group owns approximately 14.7% of Phreesia’s outstanding common shares. This percentage is based on 60,763,065 shares outstanding as of March 25, 2026, as reported in Phreesia’s most recent Form 10-K.

How much did Pale Fire Capital pay for its Phreesia (PHR) stake?

PFC SICAV’s 8,924,329 Phreesia shares were acquired for an aggregate purchase price of about $103,476,772. This amount includes brokerage commissions and was funded from working capital, which may include margin loans from brokerage firms in the ordinary course.

Who are the reporting persons in the Phreesia (PHR) Schedule 13D/A filing?

The reporting group includes PFC SICAV, PFC investicni spolecnost, Pale Fire Capital, and individuals Dusan Senkypl and Jan Barta. Each may be deemed to beneficially own the same 8,924,329 shares through control relationships, though they disclaim ownership of securities not directly held.

How was Pale Fire Capital’s Phreesia (PHR) position funded?

The filing explains that PFC SICAV purchased its Phreesia shares using working capital. That working capital may at times include margin loans from brokerage firms in the ordinary course of business, indicating some use of leverage in building the position.

What does the Phreesia (PHR) Schedule 13D/A Amendment No. 2 change?

Amendment No. 2 updates ownership details such as the aggregate 8,924,329-share stake, the 14.7% ownership calculation, and the approximate $103,476,772 aggregate purchase price. It also incorporates recent open-market transactions listed in a new exhibit to the filing.