Financial Data and Key Metrics Changes - Total revenue for Q2 2026 was $117.3 million, representing a 15% year-over-year increase [10] - Achieved net income of $700,000, marking the first positive net income quarter in company history [10][11] - Adjusted EBITDA was $22 million, an increase of $16 million year-over-year, with an adjusted EBITDA margin of 19% [10] - Cash and cash equivalents at the end of the quarter were $98.3 million, up from $90.9 million in the prior quarter [11] - Operating cash flow was $14.8 million, up $3.8 million year-over-year, and free cash flow was $9.6 million, up $6 million year-over-year [11] Business Line Data and Key Metrics Changes - Average healthcare services clients increased to 4,467, up 298 from the prior year [10] - Total revenue per average healthcare services client was $26,249, up 7% year-over-year and flat quarter-over-quarter [10] Market Data and Key Metrics Changes - The acquisition of AccessOne is expected to expand the addressable market by approximately $6 billion, increasing the total addressable market to about $24 billion from approximately $10 billion [9][10] Company Strategy and Development Direction - The acquisition of AccessOne for $160 million is seen as a strategic move to enhance payment solutions and expand market reach [5][9] - The company aims to strengthen its financial profile and support clients with innovative payment solutions through this acquisition [9] - The introduction of new products like Voice AI is expected to drive engagement and revenue opportunities in the network solutions business [20][21] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth potential of the company, highlighting the importance of the AccessOne acquisition and the positive feedback on new products [5][21] - The company is maintaining its revenue outlook for fiscal year 2026 at a range of $472 million to $482 million and updating its adjusted EBITDA outlook to a range of $87 million to $92 million [12] Other Important Information - The company achieved positive operating cash flow and free cash flow for four consecutive quarters [11] - The AccessOne acquisition is expected to close in the third or early fourth quarter of fiscal 2026, subject to customary closing conditions and regulatory approvals [8] Q&A Session Summary Question: Development of AccessOne deal - Management has been monitoring AccessOne for years and believes it aligns well with their mission, making it a strategic acquisition [15] Question: Phreesia Voice AI product impact - The Voice AI product is expected to create more engagement opportunities and has received positive feedback from providers [20][21] Question: Revenue mix from AccessOne - The risk in the payment plans is shared between PNC Bank and the provider, with Phreesia not bearing the risk [35] Question: Growth rate of AccessOne - Management did not disclose historical growth rates but emphasized their intention to invest and grow AccessOne post-acquisition [53] Question: Customer overlap between Phreesia and AccessOne - There is some customer overlap, and more details will be shared post-acquisition [64] Question: AI product monetization - The company is currently monetizing AI products and sees significant market potential for these solutions [67]

Financial Performance Highlights - Total revenue for Q2 FY2026 reached $117 million, a 15% year-over-year increase[12] - Adjusted EBITDA for Q2 FY2026 was $22 million, a 239% year-over-year increase[12] - The company achieved net income of $0.7 million in Q2 FY2026 due to a deferred tax benefit[12] - The company has approximately 4,467 average healthcare services clients (AHSCs) [16] - The company processes over $4 billion in patient payments annually [10,16] - The company's total addressable market (TAM) is approximately $24 billion [36] Acquisition and Future Outlook - The company intends to acquire AccessOne for $160 million in cash, funded through a mix of cash and debt, expected to close in the second half of fiscal year 2026 [10] - The company anticipates AccessOne to contribute approximately $35 million in annualized revenue and $11 million in annualized Adjusted EBITDA [44] - The company projects total revenue for fiscal year 2026 to be between $472 million and $482 million [43] - The company projects Adjusted EBITDA for fiscal year 2026 to be between $87 million and $92 million [43]

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PHREESIA, INC., ACE MERGER SUB, INC., ACCESSONE PARENT HOLDINGS, INC., and FRONTIER FUND IV, L.P., as Representative of the Equityholders August 29, 2025 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential. Brackets with triple asterisks denote omissions. TABLE OF CONTENTS | ARTICLE | I | THE | MERGER | -2- | 1.01. | ...

Group 1 - Phreesia Inc. is transforming the way healthcare providers interact with their clients, indicating a significant shift in the healthcare industry [1] - The company is publicly traded on the NYSE under the ticker symbol PHR, highlighting its status as a publicly listed entity [1] Group 2 - Nabeel Bukhari, a law graduate with expertise in corporate law and financial analysis, provides valuable insights into business dynamics, enhancing the understanding of companies like Phreesia [2] - His work has been published in reputable platforms, indicating a strong credibility in financial analysis and industry insights [2]

Core Viewpoint - Phreesia (PHR) has been upgraded to a Zacks Rank 2 (Buy), indicating a positive outlook on its earnings estimates, which significantly influence stock prices [1][3]. Earnings Estimates and Stock Price Impact - The Zacks rating system is based on changes in earnings estimates, which are strongly correlated with near-term stock price movements [4][6]. - An increase in earnings estimates typically leads to higher fair value calculations by institutional investors, resulting in buying or selling pressure that affects stock prices [4]. Company Performance and Outlook - The recent upgrade for Phreesia reflects an improvement in its underlying business, suggesting that investors may respond positively by driving the stock price higher [5]. - For the fiscal year ending January 2026, Phreesia is expected to earn -$0.17 per share, unchanged from the previous year, but the Zacks Consensus Estimate has increased by 41.5% over the past three months [8]. Zacks Rank System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with only the top 20% receiving a "Strong Buy" or "Buy" rating, indicating superior earnings estimate revisions [9][10]. - Phreesia's upgrade to Zacks Rank 2 places it in the top 20% of Zacks-covered stocks, suggesting potential for market-beating returns in the near term [10].

Company Overview - Phreesia is a leading provider of comprehensive solutions that transform the healthcare experience by engaging patients in their care[8] - The company operates a SaaS platform to manage patient intake and offers an integrated patient payments solution[8] - Phreesia processed $1.4 billion in patient payments in FY19[8] - The company serves approximately 1,600 healthcare provider organizations[8, 22] Financial Performance and Market Opportunity - Phreesia's revenue in FY19 was $100 million, demonstrating over 25% growth[8, 9] - The company estimates a total addressable market (TAM) of approximately $7 billion[9] - Subscription and related services accounted for 44% of FY19 revenue, while payment processing contributed 37%, and life sciences 19%[34] - In Q2 2020, total revenue reached $30.8 million, a 24.4% increase compared to Q2 2019[42] Growth Strategy - Phreesia aims to land new clients, grow its footprint within existing clients, and cross-sell new applications[27] - The company focuses on margin expansion through scale and strategic partnerships and M&A[27] - Phreesia achieved a 107% dollar-based net retention rate in FY19[27]

Company Overview - Phreesia is a leading provider of comprehensive solutions that transform the healthcare experience by engaging patients in their care[12] - The company processes approximately $1.9 billion in patient payments in FY20[12] - Phreesia's revenue in FY20 was $125 million, representing a 25% growth[12] - The company estimates a total addressable market of approximately $9 billion[13] Financial Performance - Total revenue increased from $99.9 million in FY2019 to $124.8 million in FY2020, a 25% year-over-year growth[51] - Subscription and related services revenue was $56.4 million in FY2020[51], which accounts for 45% of FY20 revenue[44] - Payment processing revenue was $46.5 million in FY2020, representing 37% of FY20 revenue[44] - Life Sciences revenue contributed $21.9 million in FY2020, accounting for 18% of FY20 revenue[44] - Adjusted EBITDA increased from $3.5 million in FY2019 to $4.8 million in FY2020[53] Key Metrics - The average number of provider clients increased by 5% from 1,490 in FY19 to 1,571 in FY20[47]

Core Viewpoint - Phreesia (PHR) has received an upgrade to a Zacks Rank 2 (Buy), indicating a positive outlook on its earnings estimates, which is a significant factor influencing stock prices [1][3]. Earnings Estimates and Stock Price Movement - The Zacks rating system is based on the consensus measure of EPS estimates from sell-side analysts, reflecting the company's changing earnings picture [1][2]. - Changes in earnings estimates are strongly correlated with near-term stock price movements, particularly due to the actions of institutional investors who adjust their valuations based on these estimates [4][6]. Recent Performance and Projections - For the fiscal year ending January 2026, Phreesia is expected to earn -$0.04 per share, representing a 96.1% change from the previous year's reported number [8]. - Over the past three months, the Zacks Consensus Estimate for Phreesia has increased by 42%, indicating a positive trend in earnings expectations [8]. Zacks Rank System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with a strong historical performance, particularly for Zacks Rank 1 stocks, which have generated an average annual return of +25% since 1988 [7]. - Phreesia's upgrade to Zacks Rank 2 places it in the top 20% of Zacks-covered stocks, suggesting potential for market-beating returns in the near term [10].

Group 1 - The article discusses the positive growth outlook for Phreesia (PHR), highlighting the potential for new logo additions to drive business expansion [1] - The author emphasizes a fundamentals-based approach to value investing, focusing on companies with long-term durability and robust balance sheets [1] - There is a critique of the misconception that low multiple stocks are inherently cheap, advocating for a focus on long-term growth rather than immediate price concerns [1] Group 2 - The article does not contain any disclosures related to stock positions or business relationships with the companies mentioned [2] - It clarifies that past performance is not indicative of future results and that no specific investment recommendations are provided [3]

Financial Performance - Total revenue increased 15% to $115.9 million for the three months ended April 30, 2025, compared to $101.2 million for the same period in 2024[145] - Net loss was $3.9 million for the three months ended April 30, 2025, compared to a net loss of $19.7 million for the same period in 2024[145] - Adjusted EBITDA was $20.8 million for the three months ended April 30, 2025, compared to $4.1 million for the same period in 2024[145] - Free cash flow was $7.5 million for the three months ended April 30, 2025, compared to negative $6.2 million for the same period in 2024[145] - Total revenue for the three months ended April 30, 2025, was $115.9 million, an increase of $14.7 million or 15% compared to $101.2 million in the same period of 2024[167] - Adjusted EBITDA for the three months ended April 30, 2025, was $20.8 million, compared to $4.1 million in the same period of 2024[186] Client and Revenue Metrics - Average number of healthcare services clients (AHSCs) increased to 4,411 for the three months ended April 30, 2025, from 4,065 in the same period in 2024[154] - Total revenue per AHSC increased by 6% to $26,283 for the three months ended April 30, 2025, compared to $24,900 for the same period in 2024[154] - Subscription and related services revenue increased by $7.6 million to $54.4 million, primarily due to new healthcare services clients and expansion of existing clients[167] - Payment processing fees revenue rose by $2.9 million to $29.9 million, driven by an increase in patient visits and payments processed[175] - Patient payment volume increased to $1,314 million for the three months ended April 30, 2025, compared to $1,166 million for the same period in 2024[155] - Payment facilitator volume percentage increased to 82% for the three months ended April 30, 2025, compared to 81% for the same period in 2024[155] Cash and Liquidity - Cash and cash equivalents as of April 30, 2025, were $90.9 million, an increase of $6.7 million compared to January 31, 2025[145] - As of April 30, 2025, cash and cash equivalents totaled $90.9 million, up from $84.2 million as of January 31, 2025[189] - The company believes its existing cash and cash equivalents, along with cash generated from operations, will be sufficient to meet its needs for at least the next 12 months[189] Expenses and Cost Management - Research and development expenses increased by $2.9 million to $31.8 million, attributed to higher labor and software costs[174][176] - Sales and marketing expenses decreased by $6.0 million to $26.0 million, primarily due to a reduction in labor costs[172] - General and administrative expenses decreased by $2.6 million to $16.4 million, mainly from lower third-party costs and labor costs[177] Other Financial Information - Other income (expense), net improved to income of $0.3 million from an expense of less than $0.1 million year-over-year[181] - Provision for income taxes increased by $0.2 million to $0.7 million, primarily due to higher Canadian and Indian income tax expenses[183] - Interest expense income, net was a loss of $0.2 million for the three months ended April 30, 2025, compared to income of $0.2 million in the prior year[182] Cash Flow Activities - For the three months ended April 30, 2025, net cash provided by operating activities was $14.85 million, compared to a net cash used of $0.72 million for the same period in 2024[199] - Free cash flow for the three months ended April 30, 2025, was $7.46 million, a significant improvement from a free cash flow of $(6.17) million in the prior year[197] - Net cash used in investing activities for the three months ended April 30, 2025, was $7.39 million, primarily due to $3.89 million in capitalized internal-use software costs and $3.50 million in property and equipment purchases[201] - Net cash used in financing activities for the three months ended April 30, 2025, was $0.84 million, mainly for principal payments on finance leases[204] - The company has a financing agreement with an outstanding principal of $1.6 million as of April 30, 2025, requiring monthly payments of $0.1 million for 36 months at an effective interest rate of 10.5%[195] Foreign Currency Exposure - Approximately 86% of the company's expenses for the three months ended April 30, 2025, were denominated in US Dollars, exposing it to foreign currency exchange risks[213] - Foreign currency gains for the three months ended April 30, 2025, were $0.3 million, while losses for the same period in 2024 were less than $0.1 million[214] Financial Flexibility - The company entered into a 5-year $50 million senior secured asset-based revolving credit facility in December 2023, enhancing financial flexibility through fiscal 2028[191]