[SCHEDULE 13G] Phreesia, Inc. Passive Investment Disclosure (>5%)
Phreesia: BlackRock unit reports 5.1% ownership
BlackRock says various persons have rights to dividends or sale proceeds, but no individual interest exceeds 5% of Phreesia's outstanding common shares.
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Phreesia, Inc. (PHR) is the issuer named in a Schedule 13G reporting that BlackRock Portfolio Management LLC beneficially owned 3,185,976 common shares, equal to 5.1% of the class, as of September 30, 2026. The reporting entity reported sole voting power over 2,862,073 shares and sole dispositive power over 3,185,976 shares; shared voting and dispositive power were both zero.
The reported amount reflects securities beneficially owned or deemed beneficially owned by certain business units of BlackRock, Inc. and its subsidiaries and affiliates, excluding other business units whose holdings are disaggregated. BlackRock Portfolio Management LLC states that various persons may receive dividends or sale proceeds, but no one person's interest exceeds 5% of Phreesia's outstanding common shares. Spencer Fleming signed as Managing Director.
Key Figures
Beneficial ownership:3,185,976 sharesPercent of class:5.1%Sole voting power:2,862,073 shares+3 more
6 metrics
Beneficial ownership3,185,976 sharesAs of September 30, 2026
Percent of class5.1%Beneficial ownership as of September 30, 2026
Sole voting power2,862,073 sharesReported ownership as of September 30, 2026
Shared voting power0 sharesReported ownership as of September 30, 2026
Sole dispositive power3,185,976 sharesReported ownership as of September 30, 2026
Shared dispositive power0 sharesReported ownership as of September 30, 2026
Key Terms
beneficially owned, sole voting power, sole dispositive power
3 terms
beneficially ownedfinancial
"securities beneficially owned, or deemed to be beneficially owned"
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.
sole voting powerfinancial
"Sole power to vote or to direct the vote"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
sole dispositive powerfinancial
"Sole power to dispose or to direct the disposition"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many PHR shares did BlackRock Portfolio Management LLC report beneficially owning?
BlackRock Portfolio Management LLC reported beneficial ownership of 3,185,976 Phreesia common shares, equal to 5.1% of the class, as of September 30, 2026.
How much voting power did BlackRock Portfolio Management LLC report over PHR shares?
BlackRock Portfolio Management LLC reported sole voting power over 2,862,073 Phreesia common shares and shared voting power over 0 shares. It reported sole dispositive power over 3,185,976 shares and shared dispositive power over 0 shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Phreesia, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
71944F106
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
71944F106
1
Names of Reporting Persons
BlackRock Portfolio Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,862,073.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,185,976.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,185,976.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Phreesia, Inc.
(b)
Address of issuer's principal executive offices:
1521 CONCORD PIKE SUITE 301 PMB 221 WILMINGTON DE 19803
Item 2.
(a)
Name of person filing:
BlackRock Portfolio Management LLC
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)
Address or principal business office or, if none, residence:
BlackRock Portfolio Management LLC, 50 Hudson Yards New York, NY 10001
(c)
Citizenship:
See Item 4 of Cover Page
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
71944F106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3185976
(b)
Percent of class:
5.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
2862073
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
3185976
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of Phreesia, Inc.. No one person's interest in the common stock of Phreesia, Inc. is more than five percent of the total outstanding common shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
