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Capital International Discloses 3.13M-Share, 5.3% Position in Phreesia (PHR)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Capital International Investors reports beneficial ownership of 3,134,872 shares of Phreesia, Inc., representing 5.3% of the approximately 59,504,269 shares outstanding. The filing states that CII, a division of Capital Research and Management Company and its investment management affiliates, is deemed the beneficial owner through its investment management entities.

The filing indicates CII holds sole voting and sole dispositive power over these shares and includes a certification that the securities are held in the ordinary course of business and not to influence control. The filing also names SMALLCAP World Fund, Inc. in connection with ownership on behalf of another person.

Positive

  • Disclosure of a material institutional position: CII reports beneficial ownership of 3,134,872 shares (5.3%) of Phreesia.
  • Sole voting and dispositive power: The filer indicates sole power to vote and dispose of the reported shares, clarifying control of the position.
  • Passive intent certified: Item 10 certification states the securities are held in the ordinary course of business and not to influence control.

Negative

  • None.

Insights

TL;DR: A large institutional investor discloses a passive 5.3% stake with sole voting and dispositive power, a routine but material ownership disclosure.

Capital International Investors' reported position of 3,134,872 shares (5.3%) constitutes a meaningful minority stake that can attract market attention but, per the Schedule 13G certification, is presented as passive and not intended to influence control. For investors, the key facts are the size of the holding relative to the company's ~59.5 million shares outstanding and that power is exercised solely by CII rather than jointly. This type of disclosure clarifies ownership concentration and potential institutional interest without signaling an activist intent.

TL;DR: The filing is a standard governance disclosure showing sole control over a >5% stake, declared as held in the ordinary course.

From a governance perspective, the Schedule 13G emphasizes that CII has sole voting and dispositive authority for the 3,134,872 shares but certifies the position as passive. Naming of SMALLCAP World Fund, Inc. under Item 6 identifies a fund on whose behalf shares may be held. Because the filer used a 13G-style disclosure and included the ordinary-course certification, this does not signal an intention to seek board seats or change control, but it does increase shareholder concentration and should be noted in any governance review.






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)






SCHEDULE 13G





SCHEDULE 13G



Capital International Investors
Signature:Jae Won Chung
Name/Title:Vice President and Senior Counsel II, Capital Research and Management Company
Date:08/12/2025

FAQ

What stake does Capital International Investors hold in Phreesia (PHR)?

Capital International Investors holds 3,134,872 shares, representing 5.3% of Phreesia's outstanding common stock.

Does Capital International Investors have voting control over the PHR shares?

Yes. The filing reports sole voting power and sole dispositive power for all 3,134,872 shares.

Is this filing a Schedule 13G or 13D for PHR and what does that indicate?

It is a Schedule 13G filing, which indicates the filer reports the position as passive and includes a certification that the shares are held in the ordinary course of business and not to influence control.

Are the shares held on behalf of any fund or other person?

Yes. The filing lists SMALLCAP World Fund, Inc. in Item 6 in connection with ownership on behalf of another person.

How many shares outstanding does the filing reference for Phreesia?

Approximately 59,504,269 shares outstanding are referenced in the filing as the basis for the 5.3% calculation.
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