Phreesia Announces Pricing of Secondary Offering

Phreesia, Inc. ("Phreesia") (NYSE:PHR), a leading patient intake management platform, announced today the pricing of the previously announced underwritten secondary offering of a total of 6,750,000 shares of its common stock at a price to the public of $26.00 per share, all of which will be sold by certain of Phreesia's existing stockholders (the "Selling Stockholders"). In addition, the Selling Stockholders have granted the underwriters an option for 30 days to purchase up to 1,012,500 additional shares of common stock to cover overallotments, if any, at the public offering price, less the underwriting discount (the "Secondary Offering").

The Secondary Offering is expected to close on December 17, 2019, subject to the satisfaction of customary closing conditions. Phreesia will not receive any proceeds from the Secondary Offering.

J.P. Morgan, Wells Fargo Securities and William Blair are acting as joint book-running managers for the Secondary Offering as representatives of the underwriters. Allen & Company LLC and Piper Jaffray are acting as passive book-running managers, and Baird and Raymond James are acting as co-managers for the Secondary Offering.

The Secondary Offering is being made only by means of a prospectus. Copies of the final prospectus relating to the Secondary Offering will be filed with the Securities and Exchange Commission (the "SEC"), and may be obtained, when available, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204; from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, telephone: 1-800-326-5897; or from William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, telephone: 1-800-621-0687.

A registration statement, including a preliminary prospectus, relating to these securities and describing the terms of the offering has been filed with the SEC and was declared effective by the SEC on December 12, 2019. Copies of the registration statement can be accessed by visiting the SEC's website at www.sec.gov. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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, consistent experience, while enabling healthcare organizations to optimize their staffing, boost profitability and enhance clinical care.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward looking statements, including among other things, statements concerning the completion of the Secondary Offering, and other statements identified by words such as "could," "expects," "intends," "may," "plans," "potential," "should," "will," "would," or similar expressions and the negatives of those terms. Forward-looking statements are not promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, market risks and uncertainties and the satisfaction of customary closing conditions for an offering of securities. These and other risks and uncertainties are described more fully in the preliminary prospectus, and in particular in the section captioned "Risk Factors", related to the Secondary Offering filed with the SEC. Forward-looking statements speak only as of the date hereof, and, except as required by law, Phreesia undertakes no obligation to update or revise these forward-looking statements.

Phreesia qualifies all of its forward-looking statements by these cautionary statements.