Phreesia, Inc. (Form: 8-K, Received: 03/30/2022 16:03:16)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

___________________________________

(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)

434 Fayetteville Street, Suite 1400

Raleigh, North Carolina 27601

(Address of principal executive offices and zip code)

(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 class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PHR	The 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.

On March 28, 2022, Phreesia, Inc. (the “Company”) entered into the First Loan Modification Agreement by and between the Company and Silicon Valley Bank ("SVB"), which amends the Second Amended and Restated Loan and Security Agreement, dated as of March 28, 2022, by and between the Registrant and Silicon Valley Bank (“SVB”) (the "Third SVB Agreement").

The Third SVB Agreement upsizes the Company's existing revolving line of credit provided under the Second Amended and Restated Loan and Security Agreement from up to $50 million to up to $100 million. The revolving line of credit does not require any principal payments until it matures on May 5, 2025.

Borrowings under the Third SVB Agreement accrue interest at a floating rate per annum equal to the greater of (i) the prime rate reported in the Wall Street Journal minus 0.50% and (ii) 3.25% and are secured by substantially all of the Company's assets, excluding its intellectual property (which is subject to a negative pledge). In addition to principal and interest due under the Third SVB Agreement, the Company is required to pay an annual commitment fee of approximately $0.3 million per year and a quarterly fee of 0.15% per annum of the average unused revolving line of credit. In the event that the Company terminates the Third SVB Agreement prior to the Maturity Date and does not replace the facility with another SVB facility, the Company is required to pay a termination fee equal to $0.2 million plus a percent of total borrowing capacity, both of which would be reduced based on the amount of time elapsed before the termination.

The Third SVB Facility Agreement includes a financial covenant requiring the Company to maintain an Adjusted Quick Ratio, as defined in the Third SVB Agreement. In addition, the Third SVB Agreement contains customary representations and warranties, as well as certain non-financial covenants, including limitations on the Company's ability to incur additional indebtedness or liens, pay dividends, make certain investments or encumber intellectual property.

The foregoing description of the Third SVB Agreement is not complete and is qualified in its entirety by reference to the full text of the Third SVB Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.02 - Results of Operations and Financial Condition

On March 30, 2022, the Company announced its financial results for the fiscal year ended January 31, 2022 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, 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 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

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: March 30, 2022	Phreesia, Inc.

	By:	/s/ Randy Rasmussen
	Name:	Randy Rasmussen
	Title:	Chief Financial Officer

FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 28, 2022, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and PHREESIA, INC., a Delaware corporation, with its principal place of business at 434 Fayetteville Street, Suite 1400, Raleigh, North Carolina 27601 (“Borrower”). 1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of May 5, 2020, evidenced by, among other documents, a certain Second Amended and Restated Loan and Security Agreement dated as of May 5, 2020, between Borrower and Bank (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement. 2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as defined in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”. 3. DESCRIPTION OF CHANGE IN TERMS. A. Modifications to Loan Agreement. 1 Borrower hereby acknowledges and agrees that Borrower will deliver to Bank, on or before the date that is thirty (30) days from the date of this Loan Modification Agreement, in form and substance satisfactory to Bank: (a) a certificate on the Acord 25 form with respect to Borrower’s general liability insurance policy; (b) a certificate on the Acord 28 form with respect to Borrower’s property insurance policy; (c) an endorsement to Borrower’s general liability insurance policy that names Bank as an additional insured; (d) an endorsement to Borrower’s property insurance policy that names Bank as lender’s loss payable; and (e) endorsements to Borrower’s general liability and property insurance policies stating that the insurer will give Bank at least thirty (30) days prior written notice before any such policy or policies shall be materially altered or canceled. Borrower acknowledges and agrees that the failure of Borrower to satisfy the requirements set forth in the immediately preceding sentence within thirty (30) days from the date of this Loan Modification Agreement shall result in an immediate Event of Default under the Loan Agreement for which there shall be no grace or cure period. 2 The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.3 thereof: “ (a) Interest Rate. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to (i) at all times when a Performance Pricing Period is in effect, the greater of (A) one-half of one percent (0.50%) below the Prime Rate and (B) four percent (4.0%) and (ii) at all times when a Performance Pricing Period is not in effect, the greater of (A) the Prime Rate and (B) four and one- half of one percent (4.50%), which interest shall be payable monthly in accordance with Section 2.3(d) below.” and inserting in lieu thereof the following: “ (a) Interest Rate. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per

2 annum rate equal to the greater of (i) one-half of one percent (0.50%) below the Prime Rate and (ii) three and one-quarter of one percent (3.25%), which interest shall be payable monthly in accordance with Section 2.3(d) below.” 3 The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.4(b) thereof: “For each one (1) year anniversary of the Effective Date occurring prior to the Revolving Line Maturity Date, Borrower shall pay to Bank a fully-earned, non- refundable anniversary fee equal to one-quarter of one percent (0.25%) of the amount of the Revolving Line as of the date of such anniversary (each, an “Anniversary Fee” and, collectively, the “Anniversary Fees”).” and inserting in lieu thereof the following: “For each one (1) year anniversary of the Effective Date occurring prior to the Revolving Line Maturity Date, Borrower shall pay to Bank a fully-earned, non- refundable anniversary fee equal to one-quarter of one percent (0.25%) of the amount of the Revolving Line (provided that the amount of the anniversary fee payable on May 5, 2022 shall be equal to Two Hundred Sixty Thousand Four Hundred Sixteen and 67/100 Dollars ($260,416.67)) as of the date of such anniversary (each, an “Anniversary Fee” and, collectively, the “Anniversary Fees”).” 4 The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.4 thereof: “ (c) Termination Fee. Upon termination by Borrower of this Agreement or the termination by Borrower of the Revolving Line for any reason prior to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in an amount equal to (i) (A) One Hundred Eighty Seven Thousand Dollars ($187,000.00), minus (B) Six Thousand Dollars ($6,000.00) for each full calendar month that has elapsed after April 30, 2020, plus (ii) the applicable Termination Fee Percentage of the Revolving Line (the “Termination Fee”), provided that (x) Bank shall waive the portion of the Termination Fee described in subclause (ii) above (but for clarity not the portion of the Termination Fee described in subclause (i) above) if each of the following occurs: (A) Borrower requests Bank’s consent to an Acquisition that satisfies the criteria in subsections (a), (b), (c), (f), (g) and (h) of the definition of Permitted Acquisition and the total consideration to be paid by Borrower and its Subsidiaries in connection with such Acquisition does not exceed the maximum aggregate amount of consideration for all Acquisitions permitted pursuant to subsection (d) of the definition of Permitted Acquisitions (taking into account all exclusions and adjustments set forth in such subsection), (B) Borrower has provided to Bank all available documentation, financial information, financial analysis or other information relating to such Acquisition reasonably requested by Bank, (C) Bank declines to provide its consent to such proposed Acquisition and (D) this Agreement is terminated and all Obligations repaid in full prior to, or simultaneously with, the closing of such Acquisition, and (y) no Termination Fee shall be charged if the credit facility hereunder is replaced with a new facility or facilities from Bank; (d) Unused Revolving Line Facility Fee. Payable quarterly in arrears on the last day of each calendar quarter occurring prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to one-quarter of

3 one percent (0.25%) per annum of the average unused portion of the Revolving Line, as determined by Bank, computed on the basis of a year with the applicable number of days as set forth in Section 2.4(d). The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for the period of the daily closing balance of the Revolving Line outstanding; and” and inserting in lieu thereof the following: “ (c) Termination Fee. Upon termination by Borrower of this Agreement or the termination by Borrower of the Revolving Line for any reason prior to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in an amount equal to (i) (A) Sixty- One Thousand Dollars ($61,000.00), minus (B) Six Thousand Dollars ($6,000.00) for each full calendar month that has elapsed after January 31, 2022, plus (ii) the applicable Termination Fee Percentage of the Revolving Line (the “Termination Fee”), provided that (x) Bank shall waive the portion of the Termination Fee described in subclause (ii) above (but for clarity not the portion of the termination fee described in subclause (i) above) if each of the following occurs: (A) Borrower requests Bank’s consent to an Acquisition that satisfies the criteria in subsections (a), (b), (c), (f), (g) and (h) of the definition of Permitted Acquisition and the total consideration to be paid by Borrower and its Subsidiaries in connection with such Acquisition does not exceed the maximum aggregate amount of consideration for all Acquisitions permitted pursuant to subsection (d) of the definition of Permitted Acquisitions (taking into account all exclusions and adjustments set forth in such subsection), (B) Borrower has provided to Bank all available documentation, financial information, financial analysis or other information relating to such Acquisition reasonably requested by Bank, (C) Bank declines to provide its consent to such proposed Acquisition and (D) this Agreement is terminated and all Obligations repaid in full prior to, or simultaneously with, the closing of such Acquisition, and (y) no Termination Fee shall be charged if the credit facility hereunder is replaced with a new facility or facilities from Bank; (d) Unused Revolving Line Facility Fee. Payable quarterly in arrears on the last day of each calendar quarter occurring prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to fifteen- hundredths of one percent (0.15%) per annum of the average unused portion of the Revolving Line, as determined by Bank, computed on the basis of a year with the applicable number of days as set forth in Section 2.4(d). The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for the period of the daily closing balance of the Revolving Line outstanding. Notwithstanding the foregoing, Borrower shall not be required to pay an Unused Revolving Line Facility Fee for any quarter in which the aggregate outstanding principal amount of Advances was equal to at least Ten Million Dollars ($10,000,000.00) at all times; and” 5 The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.2 thereof: “ (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company-prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month

4 in a form reasonably acceptable to Bank (the “Monthly Financial Statements”);” and inserting in lieu thereof the following: “ (a) as soon as available, but no later than (i) thirty (30) days after the last day of each month with respect to which there were Credit Extensions outstanding at any time during the period commencing on the first day of such month through and including the date that is thirty (30) days after the last day of such month and (ii) thirty (30) days after the last day of each quarter with respect to which Monthly Financial Statements were not required for any given month in such quarter pursuant to subsection (i), a company-prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month or quarter (as applicable) in a form reasonably acceptable to Bank (the “Monthly Financial Statements”) 6 The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.7(a) thereof: “Borrower, any Subsidiary of Borrower and any Guarantor shall maintain its operating and other deposit accounts and excess cash with Bank and Bank’s Affiliates; provided that Borrower may maintain an operating account with Royal Bank of Canada so long as (i) such account is used exclusively for the payment of ordinary course payroll, rent and operating expenses of Borrower and (ii) the aggregate amount of all cash in such account does not exceed One Million Three Hundred Thousand Dollars ($1,300,000.00) at any time, provided that the amount in such account may exceed such dollar limitation once annually for a period of no more than five (5) consecutive Business Days in connection with the payment of annual bonuses.” and inserting in lieu thereof the following: “(i) Other than during any Depository Exclusivity Period, Borrower, any Subsidiary of Borrower and any Guarantor shall maintain operating and other deposit accounts with Bank and Bank’s Affiliates and excess cash in accounts with Bank and Bank’s Affiliates holding an aggregate amount (for all such accounts together) equal to at least fifty-one percent (51.0%) of the Dollar value of all amounts held in Borrower’s, Borrower’s Subsidiaries’ and all Guarantors’ accounts at all financial institutions, and (ii) during any Depository Exclusivity Period, Borrower, any Subsidiary of Borrower and any Guarantor shall maintain all of their operating and other deposit accounts with Bank and Bank’s Affiliates and excess cash in accounts with Bank and Bank’s Affiliates, provided, however, that (A) Borrower and its Subsidiaries may maintain operating accounts with Royal Bank of Canada so long as (1) such accounts are used exclusively for the payment of ordinary course payroll, rent and operating expenses of Borrower (or transfers of funds to deposit accounts with Bank or Bank’s Affiliates) and (2) the aggregate amount of all cash in such accounts (for all such accounts together) does not exceed Fifteen Million Dollars ($15,000,000.00) at any time, and (B) Borrower and its Subsidiaries may maintain accounts acquired pursuant to a Permitted Acquisition with financial institutions other than Bank and Bank’s Affiliates so long as the aggregate amount maintained in such accounts (for all such accounts together) does not exceed Ten Million Dollars ($10,000,000.00) at any time.” 7 The Loan Agreement shall be amended by deleting the following, appearing as Section 6.8 thereof:

5 “ 6.8 Financial Covenant – Adjusted EBITDA. Maintain at all times, to be tested as of the last day of each fiscal quarter, Adjusted EBITDA of at least: (a) ($15,000,000.00) for the six (6) month period ending on each of July 31, 2020 and October 31, 2020; (b) ($8,000,000.00) for the six (6) month period ending on January 31, 2021; (c) ($6,000,000.00) for the six (6) month period ending on April 30, 2021; (d) ($5,500,000.00) for the six (6) month period ending on July 31, 2021; (e) ($5,000,000.00) for the six (6) month period ending on October 31, 2021; (f) ($4,500,000.00) for the six (6) month period ending on January 31, 2022; (g) ($3,500,000.00) for the six (6) month period ending on April 30, 2022; (h) ($2,000,000.00) for the six (6) month period ending on July 31, 2022; (i) ($500,000.00) for the six (6) month period ending on October 31, 2022; and (j) $1.00 for the six (6) month period ending on January 31, 2023 and for the six (6) month period ending on the last day of each fiscal quarter thereafter. Notwithstanding the foregoing, the financial covenant set forth in this Section 6.8 shall not be tested for any six (6) month period during which Borrower’s Liquidity was at least Seventy Million Dollars ($70,000,000.00) at all times during such period.” and inserting in lieu thereof the following: “ 6.8 Financial Covenants. Maintain at all times: (a) Adjusted EBITDA. To be tested as of the last day of each fiscal quarter, Adjusted EBITDA of at least: (i) ($15,000,000.00) for the six (6) month period ending on each of July 31, 2020 and October 31, 2020; (ii) ($8,000,000.00) for the six (6) month period ending on January 31, 2021;

6 (iii) ($6,000,000.00) for the six (6) month period ending on April 30, 2021; (iv) ($5,500,000.00) for the six (6) month period ending on July 31, 2021; (v) ($5,000,000.00) for the six (6) month period ending on October 31, 2021; and (vi) ($4,500,000.00) for the six (6) month period ending on January 31, 2022. Notwithstanding the foregoing, the financial covenant set forth in this Section 6.8(a) shall not be tested for any six (6) month period during which Borrower’s Liquidity was at least Seventy Million Dollars ($70,000,000.00) at all times during such period. (b) Adjusted Quick Ratio. To be tested as of the last day of each month, an Adjusted Quick Ratio of at least 1.35 to 1.00.” 8 The Loan Agreement shall be amended by deleting the following text, appearing in the definition of “Permitted Acquisition” in Section 13.1 thereof: “ (d) the total aggregate consideration to be paid by Borrower and its Subsidiaries (excluding (X) the value of Borrower’s or its Subsidiaries’ stock issued by Borrower or its Subsidiaries used in satisfaction of the purchase price and (Y) the portion of any such consideration financed with segregated and identifiable proceeds from the sale of equity securities of Borrower (or any parent company of Borrower)) in connection therewith in all of the contemplated transactions during the term of this Agreement does not exceed Fifteen Million Dollars ($15,000,000.00);” and inserting in lieu thereof the following: “ (d) (i) the total aggregate consideration to be paid by Borrower and its Subsidiaries (excluding (X) the value of Borrower’s or its Subsidiaries’ stock issued by Borrower or its Subsidiaries used in satisfaction of the purchase price and (Y) the portion of any such consideration financed with segregated and identifiable proceeds from the sale of equity securities of Borrower (or any parent company of Borrower) or a Subordinated Debt financing that consists of convertible notes with investors) in connection therewith in all of the contemplated transactions during the term of this Agreement does not exceed Fifty Million Dollars ($50,000,000.00) and (ii) the total aggregate consideration to be paid by Borrower and its Subsidiaries in connection therewith that is financed with segregated and identifiable proceeds from the sale of equity securities of Borrower (or any parent company of Borrower) or a Subordinated Debt financing that consists of convertible notes with investors does not exceed One Hundred Million Dollars ($100,000,000.00) for all of the contemplated transactions in any consecutive twelve (12) month period;” 9 The Loan Agreement shall be amended by deleting the following text, appearing in the definition of “Permitted Acquisition” in Section 13.1 thereof: “ (h) such Acquisition and the Target being acquired is accretive;”

7 and inserting in lieu thereof the following: “ (h) Intentionally omitted;” 10 The Loan Agreement shall be amended by deleting the following text, appearing in the definition of “Permitted Indebtedness” in Section 13.1 thereof: “ (i) if Bank is unable or declines to provide a particular type of credit card or letter of credit banking service to Borrower or any Subsidiary, or Bank otherwise consents in writing in its sole discretion, unsecured Indebtedness of Borrower or such Subsidiary in connection with such services in an aggregate amount (for all such services together) not exceeding Five Hundred Thousand Dollars ($500,000.00);” and inserting in lieu thereof the following: “ (i) if Bank is unable or declines to provide a particular type of credit card banking service to Borrower or any Subsidiary, or Bank otherwise consents in writing in its sole discretion, unsecured Indebtedness of Borrower or such Subsidiary in connection with such services;” 11 The Loan Agreement shall be amended by deleting the following text, appearing in the definition of “Permitted Liens” in Section 13.1 thereof: “ (c) purchase money Liens or capital leases (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than Eight Million Dollars ($8,000,000.00) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;” and inserting in lieu thereof the following: “ (c) purchase money Liens or capital leases (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than Twenty Five Million Dollars ($25,000,000.00) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;” 12 The Loan Agreement shall be amended by inserting the following new definitions, appearing alphabetically in Section 13.1 thereof: “ “Adjusted Quick Ratio” is the ratio of (a) Quick Assets to (b) (i) Current Liabilities minus (ii) the current portion of Deferred Revenue minus (iii) all settlement obligations presented as liabilities on Borrower’s most recent balance sheet delivered to Bank.” “ “Current Liabilities” are (a) all Obligations, plus (b) without duplication of (a), the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.” “ “Depository Exclusivity Period” is any period (i) commencing upon the occurrence of a Depository Exclusivity Trigger and (ii) continuing until the first date thereafter on which Borrower’s and its Subsidiaries’ aggregate

8 Liquidity has been greater than or equal to the Depository Exclusivity Threshold for thirty (30) consecutive days.” “ “Depository Exclusivity Threshold” is Two Hundred Million Dollars ($200,000,000.00). “ “Depository Exclusivity Trigger” means that Borrower’s and its Subsidiaries’ aggregate Liquidity is less than the Depository Exclusivity Threshold on any date after either (i) the First LMA Effective Date or (ii) the final day of a Depository Exclusivity Period.” “ “First LMA Effective Date” is March 28, 2022.” “ “Quick Assets” is, on any date, Borrower’s unrestricted and unencumbered cash maintained with Bank and net billed accounts receivable determined according to GAAP.” “ “Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.” 13 The Loan Agreement shall be amended by deleting the definitions of “Increase Approval” and “Performance Pricing Period” appearing in Section 13.1 thereof. 14 The Loan Agreement shall be amended by deleting the following definitions, appearing in Section 13.1 thereof: “ “Revolving Line” is an aggregate principal amount equal to the sum of (a) Fifty Million Dollars ($50,000,000.00) and (b) upon and after any Increase Approval, the amount by which Borrower has requested the Revolving Line amount to increase in connection with such Increase Approval; provided that at no time shall the Revolving Line exceed Sixty Five Million Dollars ($65,000,000.00).” “ “Termination Fee Percentage” means for a termination by Borrower of this Agreement or the Revolving Line (a) prior to the second (2nd) anniversary of the Effective Date, one and one-half of one percent (1.50%), (b) on or after the second (2nd) anniversary of the Effective Date but prior to the third (3rd) anniversary of the Effective Date, three-quarters of one percent (0.75%), (c) on or after the third (3rd) anniversary of the Effective Date but prior to the fourth (4th) anniversary of the Effective Date, one-half of one percent (0.50%), and (d) on or after the fourth (4th) anniversary of the Effective Date, zero percent (0.0%).” and inserting in lieu thereof the following: “ “Revolving Line” is an aggregate principal amount equal to One Hundred Million Dollars ($100,000,000.00).” “ “Termination Fee Percentage” means for a termination by Borrower of this Agreement or the Revolving Line (a) prior to the First LMA Effective Date, one and one-half of one percent (1.50%), (b) on or after First LMA Effective Date but prior to the third (3rd) anniversary of the Effective Date, three-quarters of one percent (0.75%), (c) on or after the third (3rd) anniversary of the Effective Date but prior to the fourth (4th) anniversary of the Effective

9 Date, one-half of one percent (0.50%), and (d) on or after the fourth (4th) anniversary of the Effective Date, zero percent (0.0%).” 15 The Compliance Statement appearing as Exhibit B to the Loan Agreement is hereby replaced with the Compliance Statement attached as Schedule 1 hereto. 4. ZEESIA JOINDER. Borrower hereby agrees that it shall, within ninety (90) days of the date of this Loan Modification Agreement (or such later date as Bank may agree in writing (which may be an email from Bank or its counsel) in its sole discretion), (i) cause ZEESIA, INC., a Delaware corporation (“Zeesia”), to become a co- borrower with respect to each of the Loan Agreement and the other Loan Documents and (ii) grant Bank a first- priority perfected Lien in such assets of Zeesia as are consistent with the description of the Collateral under the Loan Agreement (as if the Collateral were deemed to pertain to the assets of Zeesia) and, with respect to (i) and (ii), executing and/or delivering (as applicable) to Bank a copy of Zeesia’s certificate of incorporation (together with all amendments thereto) certified by the Delaware Secretary of State, a copy of Zeesia’s by-laws (together with all amendments thereto), a secretary’s corporate borrowing certificate in connection with Zeesia’s joinder to the Loan Documents, a long-form certificate of good standing for Zeesia from the State of Delaware, certificates of good standing/foreign qualification from each State where Zeesia is qualified to do business, a joinder agreement with respect to the Loan Agreement, a landlord’s consent with respect to each of Zeesia’s leased locations (subject to commercially reasonable efforts to obtain such consent), a bailee’s waiver with respect to each location where Zeesia maintains property with a third party (subject to commercially reasonable efforts to obtain such waiver), a perfection certificate, account control agreements (to the extent required by Bank), insurance certificates and endorsements, a legal opinion (authority and enforceability) of Borrower’s counsel, certified copies, dated as of a recent date, of lien searches (including, without limitation, UCC searches) with respect to Zeesia which reflect no liens (other than Permitted Liens) against such entity and such other documents as may be reasonably requested by Bank, all in form and substance acceptable to Bank in Bank’s sole and absolute discretion. 5. FEES AND EXPENSES. Borrower shall reimburse Bank for all Bank Expenses incurred in connection with this amendment to the Existing Loan Documents as and to the extent required under Section 2.4(e) of the Loan Agreement. 6. PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate of Borrower dated as of March 28, 2022, and acknowledges, confirms and agrees that the disclosures and information Borrower provided to Bank in such Perfection Certificate have not changed, as of the date hereof. Borrower acknowledges and agrees that all references in the Loan Agreement to the “Perfection Certificate” shall mean and include the Perfection Certificate as described herein. 7. INTENTIONALLY OMITTED. 8. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations. 9. INTENTIONALLY OMITTED. 10. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

10 11. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank]

This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: PHREESIA, INC. SILICON VALLEY BANK By: /S/ Randy Rasmussen____________________ By: /S/ Matt Griffiths____________________ Name: Randy Rasmussen Name: Matt Griffiths Title: Chief Financial Officer Title: Director

SCHEDULE 1 EXHIBIT B COMPLIANCE STATEMENT Date: TO: SILICON VALLEY BANK FROM: PHREESIA, INC. Under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in compliance for the period ending _______________ with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements (i) Monthly within 30 days (when applicable) and (ii) within 30 days of the end of each quarter with respect to which financial statements were not required for any given month in such quarter Yes No Compliance Statement Monthly within 30 days and quarterly within 45 days Yes No 10-K FYE within 90 days Yes No 10-Q Quarterly within 45 days Yes No Board-approved projections Within 45 days of fiscal year end, and as amended/updated Yes No Financial Covenants Required Actual Complies Maintain as indicated: Minimum Adjusted Quick Ratio (at all times; tested monthly) > 1.35:1.0 _____:1.0 Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Compliance Statement. The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”)

Schedule 1 to Compliance Statement Financial Covenants of Borrower In the event of a conflict between this Schedule and the Agreement, the terms of the Agreement shall govern. Dated: ____________________ I. Adjusted Quick Ratio (Section 6.8(b)) Required: > 1.35:1.00 Actual: A. Aggregate value of the unrestricted and unencumbered cash of Borrower maintained with Bank $ B. Aggregate value of net billed accounts receivable of Borrower $ C. Quick Assets (the sum of lines A and B) $ D. Aggregate value of Obligations $ E. Aggregate value of liabilities of Borrower (including all Indebtedness) that matures within one (1) year $ F. Current Liabilities (the sum of line D and E) $ G. Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue $ H. All settlement obligations presented as liabilities on Borrower’s most recent balance sheet delivered to Bank $ I. Line F minus lines G and H $ J. Adjusted Quick Ratio (line C divided by line I) Is line J equal to at least 1.35:1:00? No, not in compliance Yes, in compliance

Phreesia Announces Fiscal Year Ended January 31, 2022 Results

RALEIGH, N.C., March 30, 2022 – Phreesia, Inc. (NYSE: PHR) (“Phreesia” or the "Company") announced financial results today for the fiscal fourth quarter and fiscal year ended January 31, 2022.

"Our organization has accomplished much to be proud of in fiscal year 2022, Phreesia’s 17th year and our third as a public company," said CEO and Co-Founder Chaim Indig. "We experienced tremendous growth in our platform, our capabilities and our team, and we greatly appreciate our employees' hard work and the support and partnership of our clients and investors."

Fiscal Fourth Quarter Ended January 31, 2022 Highlights

•Revenue was $58.0 million in the quarter, up 39% year-over-year.

•Average number of healthcare services clients was 2,311 in the quarter, up 28% year-over-year.

•Average revenue per healthcare services client was $18,430, up 3% year-over-year.

•Adjusted EBITDA was negative $30.5 million in the quarter, as compared to negative $0.1 million in the same period in the prior year.

•Cash and cash equivalents as of January 31, 2022 was $313.8 million, down $86.6 million from October 31, 2021.

Fiscal Year Ended January 31, 2022 Highlights

•Revenue was $213.2 million in fiscal year 2022, up 43% year-over-year.

•Average number of healthcare services clients was 2,074 in fiscal year 2022, up 21% year-over-year.

•Average revenue per healthcare services client was $77,478 in fiscal year 2022, up 11% year-over-year.

•Adjusted EBITDA was negative $59.0 million in fiscal year 2022, as compared to $3.8 million in fiscal year 2021.

•Cash and cash equivalents as of January 31, 2022 was $313.8 million, up from $218.8 million as of January 31, 2021.

Outlook for Fiscal 2023

For the full fiscal year 2023, ending January 31, 2023, we expect revenue to be between $271 million

and $275 million, implying year-over-year growth of 27% to 29%. For the full fiscal year 2023, ending January 31, 2023, we expect Adjusted EBITDA to be between negative $154 million and negative $149 million.

We expect our Adjusted EBITDA outlook in fiscal 2023 to be the low annual mark for fiscal years 2023 through 2025. We expect to see operating leverage in the early part of fiscal year 2024 and approach profitability1 in fiscal year 2025.

We have not provided a reconciliation of our Adjusted EBITDA outlook to GAAP Net income (loss) because we do not provide an outlook for Net income (loss) due to the uncertainty and potential variability of Other income, net and Provision for (benefit from) income taxes, which are reconciling items between Adjusted EBITDA and GAAP Net income (loss). Because we cannot reasonably predict such items, a reconciliation of the non-GAAP financial measure outlook to the corresponding GAAP measure is not available without unreasonable effort. We caution, however, that such items could have a significant impact on the calculation of GAAP Net income (loss). For further information regarding the non-GAAP financial measures included in this press release, please see “Non-GAAP financial measures” below.

We also are introducing an annualized revenue target of $500 million to be achieved during a quarter of fiscal year 2025.2 We believe our platform and diverse revenue streams offer us multiple paths for achieving our target.

A reconciliation of GAAP to non-GAAP financial measures is provided at the end of this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

1 Profitability in terms of Adjusted EBITDA

2 For our target revenue, annualized is defined as multiplying the highest-revenue quarter in fiscal year 2025 by four.

Conference Call Information

We will hold a conference call on Wednesday, March 30, 2022, at 5:00 p.m. Eastern Time to review our fiscal fourth quarter and fiscal year 2022 financial results. To participate in our live conference call and webcast, please dial (888) 350-3437 (or (646) 960-0153 for international participants) using conference code number 4000153 or visit the “Events & Presentations” section of ir.phreesia.com. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

On March 28, 2022, we entered into the First Loan Modification Agreement to the Second Amended and Restated Loan and Security Agreement (the "Second SVB Facility") with Silicon Valley Bank ("SVB") (as amended, the "Third SVB Facility") to increase the borrowing capacity from $50.0 million to $100.0 million. The Third SVB Facility also reduced the interest rate to the greater of 3.25% or the Wall Street Journal Prime Rate minus 0.5%, amended the annual commitment fees to approximately $0.3 million per year and amended the quarterly fee to 0.15% per annum of the average unused revolving line under the facility.

Available Information

We intend to use our Company website (including our Investor Relations website) as well as our Facebook, Twitter and LinkedIn accounts as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

Forward Looking Statements

This press release includes express or implied statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements generally relate to future events or our future financial or operating performance and may contain projections of our future results of operations or of our financial information or state other forward-looking information. These statements include, but are not limited to, statements regarding: our future financial performance, including our revenue and Adjusted EBITDA; our outlook for fiscal year 2023 and fiscal year 2025 targets and our anticipated growth and operating leverage. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including, without limitation, risks associated with: our ability to effectively manage our growth and meet our growth objectives; our focus on the long-term and our investments in growth; the competitive environment in which we operate; our ability to develop and release new products and services, and develop and release successful enhancements, features and modifications to our existing products and services; our ability to maintain the security and availability of our platform; changes in laws and regulations applicable to our business model; our ability to make accurate predictions about our industry; and the impact of the COVID-19 pandemic on our business and economic conditions; our ability to attract, retain and cross-sell to healthcare services clients; our ability to continue to operate effectively with a primarily remote workforce and attract and retain key talent; our ability to realize the intended benefits of our acquisitions; and other general, market, political, economic and business conditions. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 that will be filed with the SEC following this press release. The forward-looking statements in this press release speak only as of the date on which the statements are made. We undertake no obligation to update, and expressly disclaim the obligation to update, any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

This press release includes certain non-GAAP financial measures as defined by SEC rules. We have provided a reconciliation of those measures to the most directly comparable GAAP measures.

Phreesia gives healthcare organizations a suite of robust applications to manage the patient intake process. Our innovative SaaS platform engages patients in their healthcare and provides a modern, convenient experience, while enabling our clients to enhance clinical care and drive efficiency.

investors@phreesia.com

aharris@phreesia.com
(929) 526-2611

Consolidated Balance Sheets
(Unaudited)

(in thousands, except share and per share data)


	January 31,
	2022		2021
Assets
Current:
Cash and cash equivalents	$	313,812	$	218,781
Settlement assets	19,590		15,488
Accounts receivable, net of allowance for doubtful accounts of $863 and $699 as of January 31, 2022 and 2021, respectively	40,262		29,052
Deferred contract acquisition costs	1,642		1,693
Prepaid expenses and other current assets	11,043		7,254
Total current assets	386,349		272,268
Property and equipment, net of accumulated depreciation and amortization of $53,321 and $40,148 as of January 31, 2022 and 2021, respectively	34,645		26,660
Capitalized internal-use software, net of accumulated amortization of $31,139 and $25,476 as of January 31, 2022 and 2021, respectively	17,643		10,476
Operating lease right-of-use assets	2,337		2,654
Deferred contract acquisition costs	2,437		1,248
Intangible assets, net of accumulated amortization of $1,178 and $525 as of January 31, 2022 and 2021, respectively	12,772		2,725
Deferred tax asset	515		658
Goodwill	33,621		8,307
Other assets	4,157		1,670
Total Assets	$	494,476	$	326,666
Liabilities and Stockholders’ Equity
Current:
Settlement obligations	$	19,590	$	15,488
Current portion of finance lease liabilities and other debt	5,821		4,864
Current portion of operating lease liabilities	1,281		1,087
Accounts payable	5,119		4,389
Accrued expenses	20,128		18,324
Deferred revenue	16,493		10,838
Total current liabilities	68,432		54,990
Long-term finance lease liabilities and other debt	7,423		6,471
Operating lease liabilities, non-current	1,276		1,899
Long-term deferred revenue	65		—
Total liabilities	77,196		63,360
Commitments and contingencies
Stockholders’ Equity:
Common stock, $0.01 par value—500,000,000 shares authorized as of January 31, 2022 and 2021, respectively; 52,095,964 and 44,880,883 shares issued as of January 31, 2022 and 2021, respectively	521		449
Additional paid-in capital	860,657		579,599
Accumulated deficit	(429,938)		(311,777)
Treasury stock, at cost, 301,003 and 99,520 shares as of January 31, 2022 and 2021, respectively	(13,960)		(4,965)
Total Stockholders’ Equity	417,280		263,306
Total Liabilities and Stockholders’ Equity	$	494,476	$	326,666

Consolidated Statements of Operations

(in thousands, except share and per share data)


	Three months ended January 31,				Fiscal year ended January 31,
	2022		2021		2022		2021
Revenue:
Subscription and related services	$	26,445	$	18,846	$	95,514	$	69,042
Payment processing fees	16,140		13,448		65,201		49,900
Life sciences	15,435		9,514		52,518		29,735
Total revenue	58,020		41,808		213,233		148,677
Expenses:
Cost of revenue (excluding depreciation and amortization)	12,459		6,984		42,669		23,461
Payment processing expense	9,897		7,800		38,719		28,925
Sales and marketing	37,206		12,959		106,421		42,972
Research and development	17,495		6,355		52,265		22,622
General and administrative	21,738		11,739		68,674		40,460
Depreciation	4,268		2,645		14,985		9,770
Amortization	1,573		1,607		6,317		6,138
Total expenses	104,636		50,089		330,050		174,348
Operating loss	(46,616)		(8,281)		(116,817)		(25,671)
Other income (expense), net	60		230		(78)		1
Interest (expense) income, net	(328)		(367)		(1,084)		(1,573)
Total other expense, net	(268)		(137)		(1,162)		(1,572)
Loss before benefit from (provision for) income taxes	(46,884)		(8,418)		(117,979)		(27,243)
Benefit from (provision for) income taxes	433		322		(182)		(49)
Net loss	$	(46,451)	$	(8,096)	$	(118,161)	$	(27,292)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.90)	$	(0.18)	$	(2.37)	$	(0.69)
Weighted-average common shares outstanding, basic and diluted	51,354,953		44,324,718		49,888,436		39,519,640
(1)Our potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

Consolidated Statements of Cash Flows

(in thousands)


	For the fiscal years ended January 31,
	2022		2021		2020
Operating activities:
Net loss	$	(118,161)	$	(27,292)	$	(20,293)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	21,302		15,908		13,924
Non-cash stock-based compensation expense	36,144		13,489		6,177
Change in fair value of warrants liability	—		—		3,307
Amortization of deferred financing costs and debt discount	288		389		445
Loss on extinguishment of debt	—		—		1,073
Cost of Phreesia hardware purchased by customers	672		762		741
Deferred contract acquisition costs amortization	2,211		2,025		1,977
Non-cash operating lease expense	1,004		1,766		—
Change in fair value of contingent consideration liabilities	258		—		—
Deferred tax asset	143		(65)		(775)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(10,216)		(6,619)		(5,905)
Prepaid expenses and other assets	(7,192)		(1,600)		(312)
Deferred contract acquisition costs	(3,349)		(1,652)		(2,097)
Accounts payable	2,881		(3,821)		(30)
Accrued expenses and other liabilities	(2,983)		6,004		3,681
Lease liability	(1,060)		(1,786)		—
Deferred revenue	3,348		5,382		(1,087)
Net cash (used in) provided by operating activities	(74,710)		2,890		826
Investing activities:
Acquisitions, net of cash acquired	(34,423)		(6,510)		—
Capitalized internal-use software	(12,385)		(7,334)		(5,305)
Purchases of property and equipment	(18,420)		(11,241)		(7,015)
Net cash used in investing activities	(65,228)		(25,085)		(12,320)
Financing activities:
Proceeds from issuance of common stock in equity offerings, net of underwriters' discounts and commissions	245,813		174,800		130,781
Payment of preferred stock dividends	—		—		(14,955)
Proceeds from issuance of common stock upon exercise of stock options	4,889		4,385		1,809
Treasury stock to satisfy tax withholdings on stock compensation awards	(8,995)		(4,965)		—
Payment of offering costs	—		(290)		(6,217)
Proceeds from employee stock purchase plan	1,979		—		—
Insurance financing agreement	—		2,009		—
Finance lease payments	(4,267)		(2,630)		(1,898)
Principal payments on financing agreements	(1,039)		(1,691)		—
Debt issuance costs	—		(69)		(112)
Loan facility fee payment	(125)		(225)		—
Financing payments of acquisition-related liabilities	(3,286)		—		—
Proceeds from revolving line of credit	—		—		9,876
Payments of revolving line of credit	—		(20,663)		(17,676)
Proceeds from term loan	—		—		20,000
Repayment of term loan and loan payable	—		—		(21,042)
Debt extinguishment costs	—		—		(300)
Net cash provided by financing activities	234,969		150,661		100,266
Net increase in cash and cash equivalents	95,031		128,466		88,772
Cash and cash equivalents—beginning of year	218,781		90,315		1,543


Cash and cash equivalents—end of year	$	313,812	$	218,781	$	90,315

Supplemental information of non-cash investing and financing information:
Right-of-use assets recorded in exchange for operating lease liabilities	$	81	$	4,359	$	—
Property and equipment acquisitions through finance leases	$	7,394	$	8,885	$	2,047
Capitalized software acquired through vendor financing	$	—	$	174	$	—
Purchase of property and equipment and capitalized software included in accounts payable	$	1,124	$	3,359	$	1,253
Cashless transfer of term loan and related accrued fees into increase in debt balance	$	—	$	20,257	$	—
Cashless transfer of lender fees through increase in debt balance	$	—	$	406	$	—
Issuance of warrants related to debt	$	—	$	—	$	833
Receivables for cash in-transit on stock option exercises	$	169	$	915	$	—
Cashless exercise of common stock warrants	$	—	$	3,060	$	3,530
Capitalized stock based compensation	$	489	$	—	$	—
Cash paid for:
Interest	$	802	$	1,465	$	2,310
Income taxes	$	49	$	64	$	—

Non-GAAP financial measures

This press release and statements made during the above-referenced webcast may include certain non-GAAP financial measures as defined by SEC rules.

Adjusted EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income or loss or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity. We define Adjusted EBITDA as net income or loss before interest expense (income), net, (benefit from) provision for income taxes, depreciation and amortization, stock-based compensation expense, change in fair value of contingent consideration liabilities and other (income) expense, net.

We have provided below a reconciliation of Adjusted EBITDA to Net loss, the most directly comparable GAAP financial measure. We have presented Adjusted EBITDA in this press release and our Annual Report on Form 10-K because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short and long-term operational plans. In particular, we believe that the exclusion of the amounts eliminated in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. We have not reconciled our Adjusted EBITDA outlook to GAAP Net income (loss) because we do not provide an outlook for GAAP Net income (loss) due to the uncertainty and potential variability of Other (income) expense, net and (Benefit from) provision for income taxes, which are reconciling items between Adjusted EBITDA and GAAP Net income (loss). Because we cannot reasonably predict such items, a reconciliation of the non-GAAP financial measure outlook to the corresponding GAAP measure is not available without unreasonable effort. We caution, however, that such items could have a significant impact on the calculation of GAAP Net income (loss).

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:

•Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•Adjusted EBITDA does not reflect: (1) changes in, or cash requirements for, our working capital needs; (2) the potentially dilutive impact of non-cash stock-based compensation; (3) tax payments that may represent a reduction in cash available to us; or (4) Interest expense (income), net; and

•Other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.

Because of these and other limitations, you should consider Adjusted EBITDA along with other GAAP-based financial performance measures, including various cash flow metrics, net loss, and our GAAP financial results. The following table presents a reconciliation of Adjusted EBITDA to net loss for each of the periods indicated:


	Three months ended January 31,				Fiscal year ended January 31,
(in thousands)	2022		2021		2022		2021
Net loss	$	(46,451)	$	(8,096)	$	(118,161)	$	(27,292)
Interest expense (income), net	328		367		1,084		1,573
(Benefit from) provision for income taxes	(433)		(322)		182		49
Depreciation and amortization	5,841		4,252		21,302		15,908
Stock-based compensation expense	10,258		3,873		36,234		13,489
Change in fair value of contingent consideration liabilities	49		71		258		71
Other (income) expense, net	(60)		(230)		78		(1)
Adjusted EBITDA	$	(30,468)	$	(85)	$	(59,023)	$	3,797

Reconciliation of GAAP and Adjusted Operating Expenses


	Three months ended January 31,				Fiscal year ended January 31,
(in thousands)	2022		2021		2022		2021
GAAP operating expenses
General and administrative	$	21,738	$	11,739	$	68,674	$	40,460
Sales and marketing	37,206		12,959		106,421		42,972
Research and development	17,495		6,355		52,265		22,622
Cost of revenue	12,459		6,984		42,669		23,461
	$	88,898	$	38,037	$	270,029	$	129,515
Stock compensation included in GAAP operating expenses
General and administrative	4,418		2,192		15,655		7,361
Sales and marketing	3,490		967		12,536		3,497
Research and development	1,745		501		5,957		1,995
Cost of revenue	605		213		2,086		636
	10,258		3,873		36,234		13,489
Adjusted operating expenses
General and administrative	$	17,320	$	9,547	$	53,019	$	33,099
Sales and marketing	33,716		11,992		93,885		39,475
Research and development	15,750		5,854		46,308		20,627
Cost of revenue	11,854		6,771		40,583		22,825
	$	78,640	$	34,164	$	233,795	$	116,026


	Three months ended January 31,				Fiscal year ended January 31,
	2022		2021		2022		2021
Key Metrics:
Healthcare services clients (average over period)	2,311		1,808		2,074		1,711
Average revenue per healthcare services client	$	18,430	$	17,858	$	77,478	$	69,499

We remain focused on building secure and reliable products that derive a strong return on investment for our clients and implementing them with speed and ease. This strategy continues to enable us to grow our network of healthcare services clients. With the expansion of our operations in the payer market in the fiscal fourth quarter, we have renamed our key metric "provider clients (average over period)" to "healthcare services clients (average over period)". We have also renamed our key metric "average revenue per provider client" to "average revenue per healthcare services client." While we believe the contribution of payers (including payer clients added in connection with the acquisition of Insignia Health, LLC) is not yet material to our business, we intend to grow our footprint with payers and organizations who provide other types of healthcare-related services, and we believe it is an appropriate time to broaden the definition of these key metrics.

•Healthcare services clients. We define healthcare services clients as the average number of healthcare services client organizations that generate revenue each month during the applicable period. In cases where we act as a subcontractor providing white-label services to our partner's clients, we treat the contractual relationship as a single healthcare services client. We believe growth in the number of healthcare services clients is a key indicator of the performance of our business and depends, in part, on our ability to successfully develop and market our Platform to healthcare services organizations that are not yet clients.

While growth in the number of healthcare services clients is an important indicator of expected revenue growth, it also informs our management of the areas of our business that will require further investment to support expected future healthcare services client growth. For example, as the number of healthcare services clients increases, we may need to add to our customer support team and invest to maintain effectiveness and performance of our Platform and software for our healthcare services clients and for patients.

•Average revenue per healthcare services client. We define average revenue per healthcare services client as the total subscription and related services and payment processing revenue generated from healthcare services clients in a given period divided by the average number of healthcare services clients that generate revenue each month during that same period. We are focused on continually delivering value to our healthcare services clients and believe that our ability to increase average revenue per healthcare services client is an indicator of the long-term value of the Phreesia platform.

Additional Information


	Three months ended January 31,						Fiscal year ended January 31,
	2022			2021			2022			2021
Patient payment volume (in millions)	$	689		$	552		$	2,769		$	1,997
Payment facilitator volume percentage	79		%	79		%	79		%	81		%

•Patient payment volume. We believe that patient payment volume is an indicator of both the underlying health of our healthcare services clients' businesses and the continuing shift of healthcare costs to patients. We measure patient payment volume as the total dollar volume of transactions between our healthcare services clients and their patients utilizing our payment platform, including via credit and debit cards that we process as a payment facilitator as well as cash and check payments and credit and debit transactions for which we act as a gateway to other payment processors.

•Payment facilitator volume percentage. We define payment facilitator volume percentage as the volume of credit and debit card patient payment volume that we process as a payment facilitator as a percentage of total patient payment volume. Payment facilitator volume is a major driver of our payment processing revenue.

Quarterly Stakeholder Letter FOURTH QUARTER | FISCAL YEAR 2022

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 2 Dear Phreesia stakeholders, Our organization has accomplished much to be proud of in fiscal year 2022, Phreesia’s 17th year and our third as a public company. It has been another year we won’t soon forget—full of challenges, but also exciting opportunities for growth and innovation. We greatly appreciate our employees’ hard work and the support and partnership of our clients and investors. As healthcare organizations across the country struggled with staffing shortages, we helped them drive operational and cost efficiencies to optimize their workforce, now and in the future. We supported our clients in vaccinating huge numbers of patients against COVID-19 and in bringing patients back to their provider’s office for needed care. We also helped our life sciences clients connect with clinically relevant patients by delivering targeted health content and patient insights. We experienced tremendous growth this past year—in our platform, our capabilities and our team. That growth is the result of our significant and strategic investments in people, products and processes that we believe will help us better serve the needs of our clients. We expanded our Sales & Marketing, Research & Development, Engineering and Client Support teams, and made infrastructure investments in privacy, security and scalability to ensure that we can continue to provide the highest quality products and services. As our fiscal year came to a close, we received recognition from several groups for our team’s recent achievements. In December, Medical Marketing and Media (MM+M) named Phreesia Life Sciences to its list of Best Places to Work 2021. In January, Phreesia joined the 2022 Bloomberg Gender-Equality Index (GEI) for the second year in a row, a welcome acknowledgement of our commitment to supporting gender equality through an inclusive culture, board representation, pathways to leadership for women, pay equity and strong family-leave policies. We also were named 2022 Best in KLAS for Patient Intake Management by the KLAS research and insights firm—the fourth consecutive year we have received this honor. We believe these distinctions reflect the strength of our product offerings, our leadership and our workplace culture, and I would like to congratulate our entire team for their contributions throughout the fiscal year. We are proud of our team’s achievements in fiscal year 2022, and we believe our investments in growth position us to deliver on our goals and objectives in fiscal year 2023. We are pleased to share some of our thinking behind those investment decisions in this quarter’s letter. On behalf of the Phreesia leadership team, thank you for your interest in Phreesia. Chaim Indig Chief Executive Officer and Co-Founder MARCH 30, 2022

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 3 Fiscal Year 2022 Fourth-Quarter Highlights We saw strong growth across Total Healthcare Services Revenue, Life Sciences Revenue, Average Number of Healthcare Services Clients1 and Average Revenue per Healthcare Services Client over the quarter. QUARTERLY REVENUE $5M $15M $10M Q2’22Q1’22 $12M $9M $25M Q2’19Q1’19 Q4’19 $9M $10M $5M $12M $11M $5M $9M $5M $16M $22M Q2’20Q3’19 $13M $9M $17M $4M $13M $12M $19M Q1’20 $24M $14M $6M $17M $12M $16M $5M Q2’21 $15M Q4’21 $7M Q3’20 $13M $12M $6M Q4’20 $12M Q1’21 $17M $12M $6M $8M Q3’21 $13M $25M $10M $10M $23M $16M Q3’22 $24M $26M $28M $31M $33M $33M $33M $35M $15M $42M $48M $51M $56M Q4’22 $58M $16M $26M $15M $38M 2.4x Subscription and Related Services Life Sciences Payment Processing Fees FY 2019 FY 2020 FY 2021 FY 2022 *Revenue may not add up due to rounding FY ended January 31 Healthcare Services Clients Phreesia remains focused on building secure and reliable products that drive a strong return on investment for our clients and implementing them with speed and ease. This strategy continues to help us grow our network of healthcare services clients, which we previously called “provider clients.” We changed the name of this key metric and have updated this terminology to reflect the expansion of our operations in the payer market in the fiscal fourth quarter. Similarly, we have updated the name of another key metric, “average revenue per provider client,” to “average revenue per healthcare services client.” While we believe the contribution of payers (including 1 Healthcare services clients are defined as clients who are healthcare providers, payers and other organizations who provide other types of healthcare-related services.

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 4 payer clients added in connection with the acquisition of Insignia Health, LLC) is not yet material to our business, we intend to grow our footprint with payers and organizations that provide other types of healthcare-related services, and we believe it is an appropriate time to broaden the definition of these key metrics. AVERAGE NUMBER OF HEALTHCARE SERVICES CLIENTS 1,450 1,463 1,503 1,543 1,549 1,558 1,573 1,603 1,632 1,668 1,737 1,808 1,902 1,987 2,097 2,311 Q3’19 Q4’19 Q3’20Q1’19 Q4’22Q2’19 Q1’20 Q3’21Q2’20 Q4’20 Q1’21 Q2’21 Q4’21 Q1’22 Q3’22 $7.1K $6.9K $9.6K $7.3K $8.1K $10.4K $8.2K $9.0K $9.3K $9.4K $11.5K $10.3K $10.1K $11.5K $11.6K $11.4K Q2’22 Avg. Subscription and Related Revenue per Healthcare Services Client1 Avg. Number of Healthcare Services Clients2 FY 2019 FY 2020 FY 2021 FY 2022 1 We define average subscription and related revenue per healthcare services client as the total subscription and related services revenue (excluding payment processing revenue) generated from healthcare services clients in a given period divided by the average number of healthcare services clients that generate revenue each month during that same period. 2 We define average number of healthcare services clients as the average number of healthcare services client organizations that generate revenue each month during the applicable period. In cases where we act as a subcontractor providing white-label services to our partner's clients, we treat the contractual relationship as a single healthcare services client. FY ended January 31 In the fourth quarter, we supported an average of 2,311 healthcare services clients, an average increase of 214 clients over the third quarter and an average increase of 503 clients (or 28%) year-over-year. The sequential-quarter average client growth of 214 is worth highlighting because it shows that roughly the same average number of clients were added in just one quarter as the 221 clients added during the two-year period from fiscal years 2019 to 2021. While we would not anticipate this level of growth in every quarter, we believe it signals that our investment ramp-up in prior periods is generating attractive returns. Healthcare organizations continue to grapple with labor shortages and struggle to maintain their operating hours and staffing levels. We believe our platform’s ability to help medical practices improve efficiency, accelerate cash flow and enhance the healthcare experience has even greater relevance and value during the current labor crisis.

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 5 We also believe that our current investments in Sales & Marketing expense have long-term value. In fiscal years 2020, 2021 and 2022, our average healthcare services client retention2 was 88%, 89% and 90%, and our average healthcare services revenue retention3 was 94%, 95% and 95%, respectively. When considering the economic value of a new client to Phreesia, we believe it is important to consider all sources of revenue, including our Life Sciences solutions, which could not be monetized or grown without our client network. Subscription and Related Services We achieved our fastest subscription and related services year-over-year growth as a public company in the fourth quarter of fiscal year 2022 at 40%. In addition to the client growth trends discussed earlier in the letter, we believe our land-and-expand go-to-market motion has contributed to similarly strong growth in average subscription and related services revenue per healthcare services client. This amount has increased 66% from $6,898 for the first quarter of fiscal year 2019 to $11,443 for the fourth quarter of fiscal year 2022, exhibiting step-function growth as we balance acceleration in client growth with expansion and cross- sell execution. With roughly 50,000 potential healthcare services clients representing a total addressable subscription and related services market of approximately $6.3 billion, we would expect the contribution from the growth of both clients and subscription and related services to vary from quarter to quarter. In recent quarters, add-on modules in our Clinical Support and Access solution areas have been popular. For example, Phreesia’s social determinants of health (SDOH) screening tools, part of our Clinical Support capabilities, enable our clients to collect data around a variety of social factors such as reliable transportation, stable housing and access to healthy food. In a recent Fierce Healthcare article, one of our clients, Strong Children Wellness, shared its experience using Phreesia to identify families at risk of eviction and connect them with the resources they need. In addition, our Access offerings have benefited clients as they work to bring patients back to their offices for necessary care. Allison Conley, Executive Director of Capital Area Pediatrics, spoke to PatientEngagementHIT about her organization’s success using Phreesia’s Self- Scheduling tool to roll out its pediatric COVID-19 vaccination campaign. “Self-scheduling has made it a lot easier,” Conley said, noting that the tool allows parents to book an appointment time that works best for them, and saves both parents and staff from dealing with phone calls and long hold times. 2 Healthcare services client retention is defined as the trailing twelve-month average of the annualized number of clients retained in each month, divided by the number of clients at the beginning of each month. 3 Healthcare services revenue retention is defined as the trailing twelve-month average of the annualized revenue associated with number of clients retained in each month, divided by the annualized revenue associated with number of clients at the beginning of each month.

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 6 Payment Processing Update Our patient-payment volume grew 25% over the prior year’s fourth quarter and increased 1% over the third quarter of fiscal year 2022. This volume growth reflects the continued addition of new clients and expansion of solutions used by existing clients. Utilization trends have been dynamic through the pandemic, and patient utilization was stronger than expected in the early part of fiscal year 2022. Our payment-facilitator volume percentage was 79%, flat on both a sequential and year-over- year quarterly basis implying that we are attaching clients to our payment facilitator model at a rate consistent with prior quarters. PATIENT PAYMENT VOLUME Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 Q2’21 Q3’21 Q4’21 Q1’22 Q2’22 Q3’22 Q4’22 $360 $358 $358 $370 $461 $464 $463 $477 $454 $466 $524 $552 $701 $696 $682 $689 3.06% 3.09% 3.09% 3.08% 3.02% 3.04% 3.04% 3.01% 3.08% 3.11% 3.09% 3.08% 3.04% 3.00% 2.99% 2.96% Payment Facilitator Volume Percentage3 Take Rate Percentage1 Patient Payment Volume (in millions)2 84% 83% 82% 83% 83% 83% 82% 82% 84% 82% 80% 79% 78% 78% 79% 79% FY 2019 FY 2020 FY 2021 FY 2022 1 Take rate percentage is defined as: payment processing fees / (patient payment volume x payment facilitator volume percentage). 2 Patient payment volume: We believe that patient payment volume is an indicator of both the underlying health of our healthcare services clients’ businesses and the continuing shift of healthcare costs to patients. We measure patient payment volume as the total dollar volume of transactions between our healthcare services clients and their patients who utilize our payment platform, including via credit and debit cards that we process as a payment facilitator, as well as through cash and check payments, and credit and debit transactions for which Phreesia acts as a gateway to other payment processors. 3 Payment facilitator volume percentage is defined as the volume of credit and debit card patient payment volume that we process as a payment facilitator as a percentage of total patient payment volume. Payment facilitator volume is a major driver of our payment processing revenue. FY ended January 31

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 7 The Phreesia Platform The Phreesia platform offers our clients the following set of solutions to activate patients in their care. Over the past year, we have made significant investments in our platform to support new client growth, revenue opportunities and overall scale and reliability. • Our Access solution provides a comprehensive appointment-scheduling system with applications for online appointments, reminders and referral tracking and management. • Our Registration solution automates patient self-registration via Phreesia Mobile—either before or at the time of the patient’s visit—or via our purpose-built PhreesiaPads or Arrivals Kiosks for on-site check-in. The solution also includes the Phreesia Dashboard, which our clients’ staff use to monitor and manage the intake process. • Our Revenue Cycle solution offers insurance-verification processes, point-of-sale payments applications and cost-estimation presentment tools that help clients maximize the timely collection of patient payments. • Our Clinical Support solution collects clinical intake and patient-reported outcomes data for more than 25 specialties, enabling our clients to ask the right patients appropriate clinical questions at the right time, gathering key data that aligns with their quality-reporting goals. The solution also allows clients to communicate with patients through automated tailored surveys, announcements, text messaging and email, as well as through Phreesia’s targeted Health Campaigns. • Our Life Sciences solution offers our life sciences clients a channel that leverages our large and growing network of more than 2,000 healthcare services clients. We utilize this channel to activate patients by sending them targeted and clinically relevant content that allows them to have more informed conversations with their providers. We also help our life sciences clients obtain direct patient feedback to incorporate into their business models. THE PHREESIA PLATFORM Mobile and in-office intake modalitiesAppointment reminders Point-of-service payments Insurance verification Card on file and payment assurance Payment plans Online payments Specialty-specific workflows Registration for virtual visits Consent management Self-service patient-reported outcome Behavioral health screenings Social determinants of health screening COVID-19 support modules Referral management Integrated patient scheduling Automated appointment rescheduling ACCESS REGISTRATION REVENUE CYCLE CLINICAL SUPPORT Patient text messaging Patient education and engagement

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 8 The Phreesia platform provides significant and measurable value to patients, healthcare services organizations and life sciences companies: • For patients, we offer a safe, seamless, individualized intake experience and flexible payment options. • For healthcare services clients, we enable them to increase collections, streamline the referral process, improve quality measures, boost patient satisfaction, improve patient activation and consistently collect key clinical, demographic and social data. • For life sciences clients, we promote patient awareness and education about their products. Based on ongoing analyses of client advertising campaigns conducted by data analytics companies, we believe that patients exposed to a brand campaign using the Phreesia platform are more likely, on average, to take an action—such as filling a prescription for that brand’s product—than patients who don’t see the campaign. Our platform has evolved to provide a range of technology applications and modules that address the growing needs of the healthcare market, including those arising during the COVID-19 pandemic. Technology Integrations In January 2022, Phreesia joined MEDITECH Greenfield, a testing ground for applications that can integrate with MEDITECH Expanse. This collaboration will enable API-based integration between MEDITECH and Phreesia, helping Phreesia develop more innovative products and solutions and bringing even greater value to our shared clients. Earlier in the fourth quarter, Phreesia completed validation of our application with Cerner through the code Developer Program. Organizations using Cerner Millennium now have access to additional Phreesia features through Cerner Ignite APIs (FHIR). We now offer appointment arrival and check-in, self-scheduling and real-time payment posting integrated with Cerner Millennium. Through code Developer Program, Phreesia will continue to validate and expand upon our Cerner-integrated offerings.

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 9 Life Sciences In calendar year 2021, Phreesia’s platform surveyed more than one million patients to drive patient insights for our life sciences clients. The Phreesia Life Sciences team gathered and published results on topics including migraine treatment and perceptions and engaging and supporting caregivers. PatientInsights, Phreesia Life Sciences’ market-research platform, also was named to healthcare marketing trade publication PM360’s list of 2021 Most Innovative Services. Just one of eight services to be honored for “compelling offerings that help the industry tackle new challenges,” PatientInsights was recognized for its ability to deliver customized surveys to clients’ target populations, including hard-to-reach patient groups who don’t typically participate in market research. Investments in Growth We ended the fourth quarter and fiscal year 2022 with 1,701 employees, an increase of 211 team members over the previous quarter and 874 employees over the previous year. As we noted last quarter, we believe it is important to recognize and reward our team members for their past, current and expected future performance. Therefore, in addition to increased hiring expense trends, we incurred further expense for compensation increases to ensure we are retaining our best talent. We entered fiscal year 2022 with a detailed plan to accelerate hiring and overall investments across all areas of Phreesia. We felt it was important to prepare for anticipated growth in the number of our clients and the use of our platform. As a team, we are pleased to be on the other side of this significant investment in time and resources, having recruited and onboarded hundreds of talented individuals who can now support that continued growth across our business. We outsource certain of our software development and design, quality assurance and operations activities to third-party contractors that have employees and consultants in international locations, including India, Russia and Ukraine. The continued military incursion of Russia into Ukraine could adversely affect our third-party contractors that have employees and consultants located in Russia and Ukraine. Phreesia has compassion for our colleagues in these regions of the world and we are providing as much support and flexibility for them as we can during this challenging time. VIEW VIDEO IN BROWSER → Life Sciences’ 2021 top PatientInsights findings

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 10 In fiscal year 2023, we expect the growth of our team and compensation to moderate, which is reflected in our Adjusted EBITDA outlook comments discussed later in this letter. OPERATING EXPENSE TRENDS Q3 FY21 17% $6 $7 $9 $10 $12 $12 17% 18% 20% 21% 21%% Rev Q4 FY21 Q1 FY22 Cost of Revenue Q2 FY22 Q3 FY22 Q4 FY22 +79% Q3 FY21 15% $6 $6 $8 $11 $15 $18 15% 17% 22% 27% 30%% Rev Q4 FY21 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 +175% Q3 FY21 27% $10 $13 $15 $22 $32 $37 31% 31% 43% 57% 64%% Rev Q4 FY21 Q1 FY22 Sales & Marketing Q2 FY22 Q3 FY22 Q4 FY22 +187% Q3 FY21 27% $10 $12 $13 $16 $18 $22 28% 26% 32% 32% 37%% Rev Q4 FY21 Q1 FY22 General & AdminResearch & Development Q2 FY22 Q3 FY22 Q4 FY22 +85% ($ in millions) Cost of Revenue – Cost of revenue (excluding depreciation and amortization) increased $19.2 million to $42.7 million for fiscal year 2022, as compared to $23.5 million for fiscal year 2021. The increase resulted primarily from a $13.4 million increase in employee compensation costs driven by higher compensation for existing employees and increased headcount, as well as increases in expenses related to the expansion of our data centers, all driven by customer growth. Sales & Marketing – Sales and marketing expense increased $63.4 million to $106.4 million for fiscal year 2022, as compared to $43.0 million for fiscal year 2021. The increase was primarily attributable to a $54.1 million increase in total compensation and benefits costs driven by higher compensation for existing employees and increased headcount, a $6.4 million increase in third-party marketing and advertising costs, as well as higher software expenses. Research & Development – Research and development expense increased $29.6 million to $52.3 million for fiscal year 2022, as compared to $22.6 million for fiscal year 2021. The increase resulted primarily from a $19.8 million increase in total compensation costs driven by higher compensation for existing employees and increased headcount, a $6.3 million increase in outside services costs and higher software costs. General & Administrative – General and administrative expense increased $28.2 million to $68.7 million for fiscal year 2022, as compared to $40.5 million for fiscal year 2021. The increase resulted primarily from a $17.8 million increase in total compensation and benefits costs driven by higher compensation for existing employees and increased headcount to support our growth as a public company, a $4.2 million increase in outside services costs, a $2.4 million increase in software costs, and higher costs for non-income-based taxes, recruiting and equipment.

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 11 Cash Flow Statement, Balance Sheet and Liquidity As of January 31, 2022, and January 31, 2021, we had cash and cash equivalents of $313.8 million and $218.8 million, respectively. Cash and cash equivalents consist of money market accounts and cash on deposit. For the fiscal years ended in January 31, 2022 2021 2020 Net cash (used in) provided by operating activities $(74,710) $2,890 $826 Cash flows used in investing activities: Acquisitions, net of cash acquired (34,423) (6,510) — Capitalized internal-use software (12,385) (7,334) (5,305) Purchases of property and equipment (18,420) (11,241) (7,015) Net cash used in investing activities $(65,228) $(25,085) $(12,320) In addition to our available cash, we recently modified our revolving credit facility with Silicon Valley Bank to increase the available revolving line of credit to $100 million from $50 million. We believe this modification will give us additional financial flexibility, with attractive terms, through fiscal year 2025. The facility is available to us for working capital and general corporate purposes and has an annual fee of 0.25%, an interest rate of the greater of the Wall Street Journal prime rate minus 0.50%, floating or 3.25%, and a May 5, 2025 maturity date. Fiscal Year 2023 Outlook Our revenue outlook for fiscal year 2023 is $271 million to $275 million implying year-over-year growth of 27% to 29%. Our Adjusted EBITDA outlook for fiscal year 2023 is negative $154 million to negative $149 million compared to negative $59 million in fiscal year 2022. The majority of the implied increase in investment projected for fiscal year 2023 is already incorporated in the annualized run rate of our fourth quarter fiscal year 2022 results. As we are now on the other side of the significant hiring initiatives we undertook in fiscal year 2022 to support our anticipated growth, we expect our Adjusted EBITDA outlook in fiscal year 2023 to be the low annual mark for fiscal years 2023-2025. We also expect to see operating leverage in the early part of fiscal year 2024 and approach profitability4 in fiscal year 2025. 4 Profitability in terms of Adjusted EBITDA.

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 12 Fiscal Year 2025 Target We also are introducing an annualized revenue target of $500 million to be achieved during a quarter of fiscal year 2025.5 We believe our platform and diverse revenue streams offer us multiple paths for achieving our target. Non-GAAP Financial Measures We have not reconciled the Adjusted EBITDA outlook to GAAP Net income (loss) because we do not provide an outlook for GAAP Net income (loss) due to the uncertainty and potential variability of Other (income) expense, net and (Benefit from) provision for income taxes, which are reconciling items between Adjusted EBITDA and GAAP Net income (loss). Because we cannot reasonably predict such items, a reconciliation of the non-GAAP financial measure outlook to the corresponding GAAP measure is not available without unreasonable effort. We caution, however, that such items could have a significant impact on the calculation of GAAP Net income (loss). Forward Looking Statements This stakeholder letter includes express or implied statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements generally relate to future events or our future financial or operating performance and may contain projections of our future results of operations or of our financial information or state other forward- looking information. These statements include, but are not limited to, statements regarding: Phreesia’s future financial performance, including our revenue and Adjusted EBITDA; our outlook for fiscal year 2023 and fiscal year 2025 targets; our business strategy and operating plans; industry trends and predictions; and our anticipated growth and operating leverage. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. 5 For our target revenue, annualized is defined as multiplying the highest-revenue quarter in fiscal year 2025 by four.

QUARTERLY STAKEHOLDER LETTER | FOURTH QUARTER 2022 | 13 Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward- looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including, without limitation, risks associated with: our ability to effectively manage our growth and meet our growth objectives; our focus on the long- term and our investments in growth; the competitive environment in which we operate; our ability to develop and release new products and services, and develop and release successful enhancements, features and modifications to our existing products and services; our ability to maintain the security and availability of our platform; changes in laws and regulations applicable to our business model; our ability to make accurate predictions about our industry; the impact of the COVID-19 pandemic on our business and economic conditions; our ability to attract, retain and cross-sell to healthcare services clients; our ability to continue to operate effectively with a primarily remote workforce and attract and retain key talent; our ability to realize the intended benefits of our acquisitions; and other general market, political, economic and business conditions. The forward-looking statements contained in this letter are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022, that will be filed with the SEC following this letter. The forward-looking statements in this letter speak only as of the date on which the statements are made. We undertake no obligation to update, and expressly disclaim the obligation to update, any forward-looking statements made in this letter to reflect events or circumstances after the date of this letter or to reflect new information or the occurrence of unanticipated events, except as required by law. About Phreesia Phreesia gives healthcare organizations a suite of robust applications to manage the patient intake process. Our innovative SaaS platform engages patients in their healthcare and provides a modern, convenient experience, while enabling our clients to enhance clinical care and drive efficiency. INVESTOR RELATIONS CONTACT: Balaji Gandhi investors@phreesia.com MEDIA CONTACT: Annie Harris aharris@phreesia.com


Exhibit Number						Description
10.1						First Loan Modification Agreement to Second Amended and Restated Loan and Security Agreement, dated as of March 28 , 2022, by and between Phreesia, Inc. and Silicon Valley Bank .
99.1						Press release, dated March 30 , 2022 , by Phreesia, Inc.
99.2						Stakeholder letter, dated March 30 , 2022 , by Phreesia, Inc.

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