Vanguard Reports 5.77% Stake in Phreesia

Phreesia Inc ownership filing: Vanguard Portfolio Management reports beneficial ownership of 3,484,358 shares of common stock, equal to 5.77% of the class as of 03/31/2026.

Rhea-AI Filing Summary

Phreesia Inc ownership filing: Vanguard Portfolio Management reports beneficial ownership of 3,484,358 shares of common stock, equal to 5.77% of the class as of 03/31/2026. Vanguard states sole dispositive power over these shares and sole voting power for 149,237 shares; the position represents holdings managed on behalf of funds and client accounts.

Insights

Institutional Ownership Analyst

Vanguard crossed the 5% reporting threshold for Phreesia, showing meaningful passive stake.

Vanguard Portfolio Management reports 3,484,358 shares (5.77%) as beneficially owned as of 03/31/2026. The filing indicates dispositive control through Vanguard-managed funds and client accounts rather than direct, single‑owner concentration.

Watch subsequent filings for any changes to the stake size or voting power; routine schedule 13G updates signal passive institutional positioning rather than active activist intent.

Regulatory Compliance Specialist

Schedule 13G disclosure aligns with passive investor reporting requirements under SEC rules.

The filing identifies Vanguard Portfolio Management and affiliated divisions and cites the Investment Company Act context for aggregated fund holdings. It lists sole dispositive power and limited sole voting power (149,237 shares), consistent with custodial/management arrangements.

Further filings or amendments will clarify any movement; governance impact depends on future voteable shares reported.

Key Figures

Beneficial ownership: 3,484,358 shares Percent of class: 5.77% Sole voting power: 149,237 shares +2 more

5 metrics

Beneficial ownership 3,484,358 shares as of 03/31/2026

Percent of class 5.77% reported in Schedule 13G

Sole voting power 149,237 shares voting power reported by Vanguard

CUSIP 71944F106 Phreesia Inc common stock identifier

Signature date 04/29/2026 filing signed by Ashley Grim

Key Terms

beneficially owned, sole dispositive power, Schedule 13G, Investment Company Act of 1940

4 terms

beneficially owned regulatory

"this reflects the 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 dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 3484358"

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.

Schedule 13G regulatory

"Item 1. (a) Name of issuer: Phreesia Inc"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Investment Company Act of 1940 regulatory

"investment company registered under the Investment Company Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Vanguard report in Phreesia (PHR)?

Vanguard Portfolio Management reports beneficial ownership of 3,484,358 shares, representing 5.77% of Phreesia's common stock as of 03/31/2026. The filing attributes dispositive control to Vanguard-managed funds and client accounts.

Who holds voting and disposition rights for Vanguard's Phreesia shares?

The filing lists sole voting power for 149,237 shares and sole dispositive power for 3,484,358 shares. Vanguard states the holdings are managed across funds and client accounts through affiliated business divisions.

Does Vanguard identify other persons owning more than 5% of Phreesia?

No other person is identified as having more than 5% of the class in this filing. Vanguard states that no single other person's interest exceeds the reporting threshold under the Investment Company Act aggregation rules.

When was the Schedule 13G for Vanguard signed and filed?

The Schedule 13G excerpt shows the signature by Ashley Grim, Head of Global Fund Administration, dated 04/29/2026, and references holdings as of 03/31/2026 in the reported ownership table.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/29/2026 - 02:53 PM Learn about SEC filing dates

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)

03/31/2026

(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

Vanguard Portfolio Management

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

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 149,237.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,484,358.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,484,358.00

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)

5.77 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: 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 Vanguard Portfolio Management LLC and the following affiliates of Vanguard Portfolio Management LLC or business divisions of such affiliates: Vanguard Fiduciary Trust Company and Vanguard Global Advisers, LLC. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Portfolio Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Portfolio Management LLC, or business divisions of such subsidiaries whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Phreesia Inc
(b)	Address of issuer's principal executive offices: 432 Park Avenue South, Between 29th and 30th Streets, New York, NY, 10016
Item 2.
(a)	Name of person filing: Vanguard Portfolio Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(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: 3484358
(b)	Percent of class: 5.77 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 149237
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 3484358
	(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. Vanguard Portfolio Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
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.

Vanguard Portfolio Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/29/2026