Phreesia (PHR) risk factors, FY2026 10-K

Risks relating to our business and industry

1. 01We operate in a highly competitive industry, and if we are not able to compete effectively, including with the EHR and PM systems with which we integrate, our business and results of operations may be harmed21% rewritten
2. 02If we fail to manage our future growth effectively, our revenue may not increase, and we may be unable to implement our business strategy
3. 03Our operating results have fluctuated and may continue to fluctuate significantly and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially22% rewritten
4. 04Privacy concerns, cyber-attacks, data breaches or cybersecurity incidents relating to our solutions could result in economic loss, damage to our reputation, deterrence of users from using our products, and exposure to legal penalties and liability24% rewritten
5. 05Our operations in India subject us to additional risks which could have an adverse effect on our business, operating results, and financial condition
6. 06We typically incur significant upfront costs in our client relationships, and if we are unable to develop or grow these relationships over time, we are unlikely to recover these costs and our operating results may suffer
7. 07As a result of our variable sales and implementation cycles, we may be unable to recognize revenue to offset expenditures, which could result in fluctuations in our quarterly results of operations or otherwise harm our future operating results23% rewritten
8. 08The growth of our business relies, in part, on the growth and success of our clients and certain revenues from our engagements, which is difficult to predict and is subject to factors outside of our control61% rewritten
9. 09If our existing clients are not satisfied with our services, it could have a material adverse effect on our business, financial condition, results of operations and reputation28% rewritten
10. 10The estimates and assumptions we use to determine the size of our target market may prove to be inaccurate, and even if the markets in which we compete meet our size estimates and forecasted growth, our business may not grow at similar rates, or at all29% rewritten
11. 11If we cannot implement our solutions for clients or resolve any technical issues in a timely manner, we may incur costs in the form of service credits or other remedial steps and/or lose clients, and our reputation may be harmed
12. 12We historically derive a significant portion of our revenues from our largest clients
13. 13We have experienced net losses in the past and we may not maintain positive net income in the future38% rewritten
14. 14We depend on our senior management team and certain key employees, and the loss of one or more of our executive officers or key employees or an inability to attract and retain highly skilled employees could adversely affect our business
15. 15We have made, and may in the future make, acquisitions and investments which may be difficult to integrate, divert management resources, result in unanticipated costs or dilute our stockholders
16. 16We may be unable to successfully integrate the business acquired in the AccessOne Acquisition, integration may be more difficult, costly or time-consuming than expected, and we may fail to realize all of the anticipated benefits of the AccessOne Acquisition on the anticipated time frame or at allNew
17. 17Certain of our operating results and financial metrics, including the key metrics included in this report, may be difficult to predict as a result of seasonality24% rewritten
18. 18Business or economic disruptions or global health concerns could harm our business and increase our costs and expenses
19. 19From time to time, we are subject to various legal proceedings that could adversely affect our business, financial condition and results of operations
20. 20We are a fully remote company, which subjects us to unique operational risks

Risks relating to our payment processing business

1. 21If our payment processing platform is limited, restricted, curtailed or degraded in any way, or if we fail to continue to grow and develop our payments platform, our business may be materially and adversely affected
2. 22If we fail to comply with the applicable requirements of card networks, they could seek to fine us, suspend us or terminate our payment facilitator status. If our clients or sales partners incur fines or penalties that we cannot collect from them, we may have to bear the cost of such fines or penalties
3. 23Changes in laws and regulations relating to interchange fees on payment card transactions, or increases in card network fees and other changes to fee arrangements, may result in the loss of clients who use our payment processing services and would adversely affect our revenue and results of operations82% rewritten

Risk relating to our data and intellectual property

1. 24If our intellectual property is not adequately protected, we may not be able to build name recognition, protect our technology and products, and our business may be adversely affected
2. 25Any restrictions on our use of, or ability to license and integrate, third-party technologies could have a material adverse effect on our business, financial condition and results of operations
3. 26Third parties may initiate legal proceedings alleging that we are infringing or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition and results of operations
4. 27Interruption or failure of our information technology and communications systems could impair our ability to effectively deliver our products and services, which could cause us to lose clients and harm our operating results
5. 28If our solutions fail to provide accurate and timely information, or if the content delivered to clients and patients or any other element of our service is associated with errors or malfunctions, we could have liability to clients or patients which could adversely affect our results of operations32% rewritten
6. 29We may be liable for use of incorrect or incomplete data we provide, which could harm our business, financial condition and results of operations
7. 30Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation

Risks relating to laws and regulations applicable to our industry

1. 31Existing laws regulate our ability to engage in direct marketing, and changes in privacy laws could adversely affect our ability to market our products effectively and could impact our results from operations or result in costs and fines
2. 32Any failure by us to comply fully with website accessibility standards could result in us being subject to considerable fines and penalties
3. 33The healthcare regulatory and political framework is uncertain and evolving36% rewritten
4. 34While these rules benefit us in that certain EHR vendors will no longer be permitted to interfere with our attempts at integration, they may also make it easier for other similar companies to enter the market, creating increased competition and reducing our market share
5. 35In addition, we are subject to various other laws and regulations, including, among others, anti-kickback laws, antitrust laws, financial services laws and the privacy and data protection laws described below39% rewritten
6. 36We may be subject to risks related to government contracts and related procurement regulations50% rewritten
7. 37The U.S. Food and Drug Administration (“FDA”) may in the future determine that our technology solutions are subject to the Federal Food, Drug, and Cosmetic Act and we may face additional costs and risks as a result
8. 38Individuals may claim our calling or text messaging services are subject to, and are not compliant with, the Telephone Consumer Protection Act or similar state laws
9. 39Our business is dependent in part on phone, email and text messaging channels, and any technical, legal or other restrictions on the sending of such correspondence or a decrease in consumer willingness to receive such correspondence could adversely affect our business
10. 40Artificial intelligence presents risks and challenges that can impact our business, including by increasing competition, posing security risks to our confidential information, proprietary information and personal data, and increasing our regulatory and compliance burden94% rewritten
11. 41Misjudging the convergence of AI with our business needs may lead to inefficiencies or obsolescence of our services or solutionsNew
12. 42We may be adversely affected by the operation of laws in non-U.S. jurisdictions
13. 43Due to the particular nature of certain services we provide or the manner in which we provide them, we may be subject to additional government regulation and foreign government regulation38% rewritten

Risks relating to our dependence on third parties

1. 44We rely on a limited number of third-party suppliers and contract manufacturers to support our products, and a loss or degradation in performance of these suppliers and contract manufacturers could have a negative effect on our business, financial condition and results of operations

Risks relating to taxes and accounting standards

1. 45Our financial results are based in part on our estimates or judgments relating to our critical accounting policies. Changes in related judgments or assumptions, or changes in accounting standards and tax regulations could materially impact our financial position and results of operations
2. 46Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations41% rewritten

Risks relating to our financing needs

1. 47Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail
2. 48In order to support the growth of our business, we may need to incur additional indebtedness under our current credit facility or seek capital through new equity or debt financings, which sources of additional capital may not be available to us on acceptable terms or at all40% rewritten
3. 49Restrictive covenants in the agreements governing our New Capital One Credit Facility may restrict our ability to pursue our business strategies

Risks relating to ownership of our common stock

1. 50Our share price has been and may in the future be volatile, and you could lose all or part of your investment
2. 51We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock
3. 52We cannot guarantee that our stock repurchase program will enhance long-term stockholder value. Share repurchases could also increase the volatility of our stock price and diminish our cash reserves

Risks relating to our bylaws and certificate of incorporation

1. 53Anti-takeover provisions under our incorporation documents and Delaware law could delay or prevent a change of control, which could limit the market price of our common stock and may prevent or frustrate attempts by our stockholders to replace or remove our current management
2. 54Our bylaws designate certain specified courts as the sole and exclusive forums for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees