Phreesia：2025年季度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PHREESIA, INC. (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act.: Acceleratedfiler☐Smallerreportingcompany☐Emerginggrowthcompany☐ Large accelerated filer☒Non-accelerated filer☐ Table ofContents If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of August 29, 2025,59,914,473shares of the registrant’s common stock, par value $0.01 per share, were outstanding. Phreesia, Inc. is a fully remote company and no longer maintains its principal executive office. The address listed here is the mailingaddress that we maintain. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, andSecurities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices shouldbe directed to the email address set forth in our proxy materials and/or identified on our investor relations website.1 PHREESIA,INC. FORM 10-Q For the Quarter Ended July31, 2025 TABLE OF CONTENTS PARTI — FINANCIAL INFORMATION Item1.Financial Statements:Consolidated Balance Sheets as of July 31, 2025 (unaudited) and January 31, 20258Consolidated Statements of Operations for the Three and Six Months Ended July 31,2025 and 2024 (unaudited)9Consolidated Statements of Comprehensive Loss for the Three and Six MonthsEnded July 31, 2025 and 2024 (unaudited)10Consolidated Statements of Stockholders’ Equity for the Three and Six MonthsEnded July 31, 2025 and 2024 (unaudited)11Consolidated Statements of Cash Flows for the Three and Six Months Ended July 31,2025 and 2024 (unaudited)13Notes to Unaudited Consolidated Financial Statements15Item2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations35Item3.Quantitative and Qualitative Disclosures About Market Risk48Item4.Controls and Procedures49PARTII — OTHER INFORMATION Item1.Legal Proceedings50Item1A.Risk Factors50Item2.Unregistered Sales of Equity Securities and Use of Proceeds82Item 3.Defaults Upon Senior Securities82Item 4.Mine Safety Disclosures82Item 5.Other Information82Item6.Exhibits84Signatures86 Summary of Material Risks Associated with our Business Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business.These risks and uncertainties include, but are not limited to, the following: •We operate in a highly competitive industry, and if we are not able to compete effectively, including with theelectronic health records ("EHR") and practice management ("PM") systems with which we integrate, our businessand results of operations may be harmed.•If we fail to manage our future growth effectively, our revenue may not increase, and we may be unable toimplement our business strategy.•Our operating results have fluctuated and may continue to fluctuate significantly and if we fail to meet theexpectations of analysts or investors, our stock price and the value of your investment could decline substantially.•Privacy concerns, cyber-attacks, data breaches or cybersecurity incidents relating to our SaaS-based solutionscould result in economic loss, damage to our reputation, deterring users from using our products, and ourexposure to legal penalties and liability.•Our operations in India subject us to additional risks which could have an adverse effect on our business,operating results, and financial condition.•We typically incur significant upfront costs in our client relationships, and if we are unable to develop or growthese relationships over time, we are unlikely to recover these costs and our operating results may suffer.•As a result of our variable sales