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Phreesia Inc.

03/19/2026 | Press release | Distributed by Public on 03/19/2026 16:52

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Pale Fire Capital SE
2. Issuer Name and Ticker or Trading Symbol
Phreesia, Inc. [PHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ZATECKA 55/14, JOSEFOV
3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026
(Street)
PRAGUE 110 00
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share(1) 03/17/2026 P 303,300 A $11.1962(2) 6,349,624 I By Pale Fire Capital SICAV a.s.(3)
Common Stock, par value $0.01 per share(1) 03/18/2026 P 519,196 A $11.1531(4) 6,868,820 I By Pale Fire Capital SICAV a.s.(3)
Common Stock, par value $0.01 per share(1) 03/19/2026 P 780,009 A $11.6899(5) 7,648,829 I By Pale Fire Capital SICAV a.s.(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pale Fire Capital SE
ZATECKA 55/14, JOSEFOV
PRAGUE 110 00
X
Pale Fire Capital SICAV a.s.
ZATECKA 55/14, JOSEFOV
PRAGUE 110 00
X
Pale Fire Capital investicni spolecnost a.s.
ZATECKA 55/14, JOSEFOV
PRAGUE 110 00
X
Senkypl Dusan
JESTRABI 493, OSNICE
JESENICE 252 42
X
Barta Jan
NA BATERIICH 104/35, BREVNOV
PRAGUE 16200
X

Signatures

Pale Fire Capital SE, By: /s/ Dusan Senkypl, Chairman of the Board 03/19/2026
**Signature of Reporting Person Date
Pale Fire Capital SICAV a.s., By: /s/ Dusan Senkypl, Authorized Representative 03/19/2026
**Signature of Reporting Person Date
Pale Fire Capital investicni spolecnost a.s., By: /s/ Dusan Senkypl, Board Member 03/19/2026
**Signature of Reporting Person Date
By: /s/ Dusan Senkypl 03/19/2026
**Signature of Reporting Person Date
By: /s/ Jan Barta 03/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 4 is filed jointly by Pale Fire Capital SE ("Pale Fire Capital"), Pale Fire Capital SICAV a.s. ("PFC SICAV"), Pale Fire Capital investicni spolecnost a.s. ("PFC IS"), Dusan Senkypl and Jan Barta (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock, par value $0.01 per share. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
(2) Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.1619 to $11.2004, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased in each transaction.
(3) Represents securities directly owned by PFC SICAV. PFC IS, as the investment manager of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Pale Fire Capital, as the controlling person and sole shareholder of each of PFC SICAV and PFC IS, may be deemed to beneficially own the securities beneficially owned directly by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities beneficially owned directly by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital and Chief Investment Officer of PFC IS, may be deemed to beneficially own the securities beneficially owned directly by PFC SICAV.
(4) Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.0633 to $11.1683, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased in each transaction.
(5) Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.3943 to $11.7713, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased in each transaction.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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