Phreesia, Inc. Files 8-K on Material Agreement

Ticker: PHR · Form: 8-K · Filed: Sep 4, 2025 · CIK: 1412408

Phreesia, INC. 8-K Filing Summary
FieldDetail
CompanyPhreesia, INC. (PHR)
Form Type8-K
Filed DateSep 4, 2025
Risk Levelmedium
Pages12
Reading Time14 min
Key Dollar Amounts$0.01, $0.0001, $160 m
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-results, 8-k

TL;DR

Phreesia just dropped an 8-K about a big new deal - financials and operations update too.

AI Summary

On August 29, 2025, Phreesia, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers results of operations and financial condition, and includes Regulation FD disclosures and financial statements. Specific details of the material definitive agreement and financial results were not provided in the excerpt.

Why It Matters

This filing indicates a significant new agreement for Phreesia, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could introduce new risks or opportunities for the company.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement filed by Phreesia, Inc. on August 29, 2025?

The provided excerpt does not specify the details of the material definitive agreement.

What specific financial information is being disclosed in this 8-K filing?

The filing indicates disclosure of results of operations and financial condition, but specific figures are not detailed in the excerpt.

What is the Commission File Number for Phreesia, Inc.?

The Commission File Number for Phreesia, Inc. is 001-38977.

When was Phreesia, Inc. incorporated or organized?

Phreesia, Inc. is incorporated or organized in Delaware.

What other items are covered by this 8-K filing besides the material agreement?

This 8-K filing also covers results of operations and financial condition, Regulation FD disclosure, and financial statements and exhibits.

Filing Stats: 3,519 words · 14 min read · ~12 pages · Grade level 18.8 · Accepted 2025-09-04 16:06:24

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

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 hold

02 Results of Operations

Item 2.02 Results of Operations On September 4, 2025, the Company announced its financial results for the fiscal quarter ended July 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.

01 Regulation FD

Item 7.01 Regulation FD On September 4, 2025, the Company issued a press release announcing its entry into a definitive agreement to acquire AccessOne (the "AccessOne Acquisition"). A copy of the press release is furnished as Exhibit 99.3 to this report and incorporated herein by reference. The information furnished under this Item 7.01 and in the accompanying Exhibit 99.3 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements about the AccessOne Acquisition, and are generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including, but not limited to: our ability to effectively manage our growth and meet our growth objectives; our focus on the long-term and our investments in growth; the ability of the parties to consummate the AccessOne Acquisition in a timely manner or at all; satisfaction of the conditions precedent to consummation of the AccessOne Acquisition, including the ability to secure required consents and regulatory approvals in a timely manner or at all; the ability to obtain funding for the AccessOne Acquisition; the ability to integrate operations or realize any operational or corporate synergies and other benefits from the AccessOne Acquisition; our ability to make accurate predictions about our industry and addressable market; and other general, market, political, economic and business conditions (including from the change in U.S. presidential administration, tariff and trade issues, and the warfare and/or political and economic instability in Ukra

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits: NUMBER DESCRIPTION 2.1#* ** Agreement and Plan of Merger, dated as of August 2 9 , 2025, by and among Phreesia, Inc., Ace Merger Sub, Inc., AccessOne Parent Holdings, Inc. and the Representative named therein. 1 0.1# Form of Support and Joinder Agreement, by and among Phreesia, Inc., AccessOne Parent Holdings, Inc. and the person set forth on the signature page thereto. 99.1 Earnings press release, dated September 4, 2025 99.2 Stakeholder letter, dated September 4, 2025 9 9.3 Press release relating to the entry into a definiti ve agreement to acquire AccessOne , dated September 4, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Filed herewith * Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. ** Certain portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material to investors and (ii) is the type that the registrant treats as private or confidential. The Company agrees to furnish supplementally an unredacted copy of this exhibit and its materiality and privacy or confidentiality analyses to the Securities and Exchange Commission upon request. 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: September 4, 2025 Phreesia, Inc. By: /s/ Balaji Gandhi Name: Balaji Gandhi Title: Chief Financial Officer

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