PHR

phr-20251208false000141240800014124082025-12-082025-12-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 8, 2025

Phreesia, Inc. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)

1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)

(888) 654-7473 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations On December 8, 2025, the Company announced its financial results for the fiscal quarter ended October 31, 2025 by issuing a stakeholder letter (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”), as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (d) Exhibits:

NUMBER

DESCRIPTION

99.1 Press release, dated December 8, 2025

99.2 Stakeholder letter, dated December 8, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 8, 2025Phreesia, Inc.

By:/s/ Balaji Gandhi Name:Balaji Gandhi Title:Chief Financial Officer

phr-20250829false000141240800014124082025-08-292025-08-2900014124082025-05-282025-05-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 29, 2025

Phreesia, Inc. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)

1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)

(888) 654-7473 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On August 29, 2025, Phreesia, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ace Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), AccessOne Parent Holdings, Inc., a Delaware corporation (“AccessOne”), and a representative of AccessOne's equityholders (the “Representative”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub shall merge with and into AccessOne, with AccessOne continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of the Company (the “Merger”). Merger Consideration. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of preferred stock, par value $0.0001 per share of AccessOne (each, a “Preferred Share”) and each share of common stock, par value $0.0001 per share of AccessOne (each, a “Common Share” and together with the Preferred Share, a “Share”), issued and outstanding as of immediately prior to the Effective Time (other than (i) any Shares held by AccessOne as treasury stock, (ii) any Shares held by AccessOne’s subsidiaries, (iii) any Shares held by the Company, Merger Sub or their respective subsidiaries and affiliates, and (iv) any Shares held by holders who have appraisal rights that have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected) will automatically be cancelled and converted into the right to receive cash equal to a portion of the Closing Merger Consideration and any additional Merger consideration provided for under the Merger Agreement (the “Additional Merger Consideration”), provided, however, that no holder of Shares is entitled to receive a portion of the Closing Merger Consideration and any Additional Merger Consideration unless such holder executes and delivers to the Company a Support Agreement (as defined below) and a Letter of Transmittal. Closing Merger Consideration shall mean $160 million, subject to adjustments pursuant to the terms and conditions of the Merger Agreement. Treatment of Equity Awards and Warrants. At the Effective Time: (i) each option to purchase Common Shares granted under the Company’s equity plans (each, an “Option”) that is issued and outstanding will be cancelled and all Options (whether vested or unvested) will be accelerated and converted into the right to receive cash equal to a portion of the Closing Merger Consideration and any Additional Merger Consideration, less applicable withholding taxes, provided, however, that no holder of Options is entitled to receive any portion

phr-20250528false000141240800014124082025-05-282025-05-2800014124082025-05-272025-05-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 28, 2025

Phreesia, Inc. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)

1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)

(888) 654-7473 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 - Results of Operations and Financial Condition On May 28, 2025, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal quarter ended April 30, 2025 by issuing a stakeholder letter (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Item 9.01 - Financial Statements and Exhibits (d) Exhibits.

Exhibit NumberDescription 99.1 Press release, dated May 28, 2025, by Phreesia, Inc.

99.2 Stakeholder letter, dated May 28, 2025, by Phreesia, Inc.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 28, 2025Phreesia, Inc.

By:/s/ Balaji Gandhi Name:Balaji Gandhi Title:Chief Financial Officer