Phreesia, Inc.PHR
Phreesia, Inc. Debt Disclosure
Debt and finance leases
As of January 31, 2026 and 2025, the Company had the following outstanding debt and finance lease liabilities:
| January 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Bridge loan | $ | 90,000 | $ | — | |||||||
| Finance leases | 7,431 | 14,256 | |||||||||
| Accrued interest and payments | 2,062 | 24 | |||||||||
| Financing arrangements | 595 | 1,913 | |||||||||
Total debt and finance lease liabilities | $ | 100,088 | $ | 16,193 | |||||||
Less: current portion of debt and finance lease liabilities | (7,971) | (8,043) | |||||||||
Long-term debt and finance lease liabilities | $ | 92,117 | $ | 8,150 | |||||||
(a) Bridge Loan
In connection with the AccessOne acquisition, on the Closing Date, the Company entered into the Bridge Credit Agreement with respect to a new, 364-day $110,000 secured term loan. The net proceeds of the Bridge Loan were used to fund a portion of the purchase price of the AccessOne Acquisition. The Bridge Loan matures on November 11, 2026 and bears interest at a per annum rate equal to the three month SOFR rate plus a margin of 4.0% per annum. The interest rate applicable to the Bridge Loan increases by 0.5% every three months following the closing date of November 12, 2025.
During the three months ended January 31, 2026, the Company repaid $20,000 of the outstanding principal balance of the Bridge Loan. As of January 31, 2026, the Company had $90,000 outstanding under the Bridge Facility. The Company incurred $3,122 in debt issuance costs and original issue discount related to the Bridge Loan.
Subsequent to the end of the fiscal year, in connection with the Refinancing, the Company terminated without penalty, and repaid all outstanding indebtedness and obligations under, the Bridge Loan. All security agreements and related financing arrangements entered into with the Company’s former lenders under the Bridge Loan were terminated substantially concurrently with the effectiveness of the New Capital One Credit Agreement. As the January 31, 2026 outstanding principal balance of the Bridge Loan was refinanced onto long-term debt prior to the issuance of the financial statements, the Company classified the outstanding principal balance of the Bridge Loan as long-term debt in the accompanying consolidated balance sheet as of January 31, 2026.
(b) Finance leases
See Note 10 - Leases for more information regarding finance leases.
(c) Existing Capital One Credit Agreement
In December 2023, the Company entered into the Existing Capital One Credit Agreement for a new 5-year $50,000 senior secured asset-based revolving credit facility maturing in December 2028, which includes a swingline sub-limit of at least $5,000 and a letter of credit sub-limit of at least $5,000. The Existing Capital One Credit Facility was entered into with Capital One acting as administrative agent and replaced the Company’s previous senior secured revolving credit facility with SVB. The Company recorded a $1,118 loss on extinguishment of debt in connection with the termination of the SVB Facility. The Capital One Credit Facility gave the Company additional financial flexibility and was available to the Company for working capital and general corporate purposes. The Existing Capital One Credit Facility bore interest at a rate per annum based on SOFR or a Base Rate as specified in the Existing Capital One Credit Agreement. As of January 31, 2026, the interest rate on the Existing Capital One Credit Facility was 6.7%. In addition to any principal and interest due under the Capital One Credit Facility, the Company was required to pay an annual fee equal to 0.25% of the unused balance of the facility. Additionally, the Company incurred creditor and third-party fees of $778 upon entering into the Capital One Credit Facility. The Company recorded the fees to deferred financing costs, included within other assets on its consolidated balance sheets, and we amortized the costs over the term of the Capital One Credit Facility.
On November 12, 2025, the Company entered into an amendment (the “First Amendment”) to the Existing Capital One Credit Facility. The First Amendment amended the covenant limiting acquisitions to permit the AccessOne Acquisition, amended the covenant limiting additional indebtedness to accommodate the Bridge Loan, and amended the security interest supporting the Existing Capital One Credit Facility to permit the security interests granted in connection with the Bridge Loan. The amendment included further changes to sections governing mandatory and voluntary prepayments, negative covenants and events of default to accommodate the existence of
the Bridge Loan. The First Amendment also shortened the maturity of the Existing Capital One Credit Facility to align with the maturity of the Bridge Credit Agreement. In connection with the First Amendment, the Company recognized a $501 loss on extinguishment of debt related to debt issuance costs of the Existing Capital One Credit Facility.
The Existing Capital One Credit Agreement contained customary affirmative and negative covenants, including limitations on the Company’s ability to incur additional indebtedness, create liens, make certain investments, pay dividends, or engage in mergers and acquisitions.
The obligations under the Existing Capital One Credit Facility were secured by a first priority security interest in substantially all of the tangible and intangible assets at certain of the Company's U.S. subsidiaries, and by pledges of the equity of certain of the Company's U.S. subsidiaries, in each case subject to customary exclusions.
The Existing Capital One Credit Facility included financial covenants including, but not limited to requiring the Company to maintain minimum Consolidated EBITDA, minimum Liquidity, a minimum Consolidated Fixed Charge Coverage Ratio a restriction on the amount of dividends and limiting the amount of cash and cash equivalents the Company holds outside Capital One, each as defined in the Existing Capital One Credit Agreement. The Company was in compliance with all covenants related to the Existing Capital One Credit Facility as of January 31, 2026.
Subsequent to the end of the fiscal year, the Existing Capital One Credit Agreement was terminated without penalty in connection with the Refinancing. All security agreements and related financing arrangements entered into with the Company’s former lenders under the Existing Capital One Credit Facility were terminated substantially concurrently with the effectiveness of the New Capital One Credit Agreement.
(d) Financing agreements
In June 2023, the Company entered into a software licensing financing agreement (the "financing agreement") in order to finance its software and service licenses. As of January 31, 2026, there was $595 in outstanding principal and interest due under the financing agreement. The financing agreement requires the Company to pay $123 per month for 36 months beginning August 2023. The effective interest rate on the financing agreement is 10.5% per annum.
Maturities of debt and finance leases in each of the next five years and thereafter are as follows:
| Total | Bridge Loan | Finance Leases | Other Debt | ||||||||||||||||||||
| Fiscal year ending January 31, | |||||||||||||||||||||||
2027(1) | $ | 97,971 | $ | 90,000 | $ | 5,314 | $ | 2,657 | |||||||||||||||
2028 | 2,117 | — | 2,117 | — | |||||||||||||||||||
2029 | — | — | — | — | |||||||||||||||||||
2030 | — | — | — | — | |||||||||||||||||||
2031 | — | — | — | — | |||||||||||||||||||
Thereafter | — | — | — | — | |||||||||||||||||||
Total maturities of debt and finance leases | $ | 100,088 | $ | 90,000 | $ | 7,431 | $ | 2,657 | |||||||||||||||
(1) As of January 31, 2026, the Company had a Bridge Loan outstanding. Subsequent to year-end and prior to the issuance of the financial statements, the Company refinanced this obligation with long-term debt. Accordingly, the bridge loan has been classified as long-term on the balance sheet.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 31, 2026 | Showing above |
| 2025 | Mar 13, 2025 | |
| 2024 | Mar 15, 2024 | |
| 2023 | Mar 23, 2023 | |
| 2022 | Mar 31, 2022 | |
| 2021 | Mar 31, 2021 | |
| 2020 | Apr 23, 2020 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.