PHR · Phreesia, Inc.

This amendment significantly enhances Phreesia’s off-balance-sheet financing capacity by expanding and extending its receivables purchase facility — a core liquidity tool supporting its AccessOne subsidiary operations. The $100 million increase in the facility limit and three-year extension of the termination date provide greater financial flexibility and reduce near-term refinancing risk, particularly following Phreesia’s November 2025 acquisition of AccessOne Holdings. Critically, Phreesia’s addition as a joint and several co-guarantor under the Amended and Restated Performance Guaranty materially elevates its direct credit exposure: while the original guaranty was limited to performance obligations (e.g., indemnities, dilution adjustments, repurchase obligations) and explicitly excluded recourse for obligor insolvency, Phreesia now shares unconditional liability for those same obligations alongside AccessOne Holdings. The relaxation of the concentration limit for lower-rated or unrated providers — from 5% to 15% of Securitization Value — signals an intentional broadening of eligible receivables, potentially increasing yield but also credit risk within the pool; however, this change remains subject to PNC’s written approval following due diligence and credit analysis. Collectively, these changes reflect Phreesia’s strategic integration of AccessOne’s receivables monetization infrastructure into its capital structure, aligning financing terms with its post-acquisition scale and long-term growth objectives. Investors should monitor covenant compliance closely, especially given the inclusion of 'material adverse effect' and cross-default provisions tied to Phreesia’s broader credit facility.