In January 2018, the Board of Directors adopted the Company’s 2018 Stock Option Plan (as amended, the "2018 Stock Option Plan"), which provided for the issuance of options to purchase up to 3,048,490 shares of the Company’s common stock to officers, directors, employees, and consultants. The option exercise price per share is determined by the Board of Directors based on the estimated fair value of the Company’s common stock.

In June 2019, the Board of Directors adopted the Company’s 2019 Stock Option and Incentive Plan (the "2019 Plan"), which replaced the 2018 Stock Option Plan upon the completion of the IPO. The 2019 Plan allows the Compensation Committee of the Board of Directors (the "Compensation Committee") to make equity-based incentive awards including stock options, RSUs and PSUs to the Company’s officers, employees, directors, and consultants. The initial reserve for the issuance of awards under this plan was 2,139,683 shares of common stock. The initial number of shares reserved and available for issuance automatically increased on February 1, 2020 and automatically increases each February 1 thereafter by 5% of the number of shares of common stock outstanding on the immediately preceding January 31 (or such lesser number of shares determined by the Compensation Committee). As the 2018 Stock Option Plan was replaced by the 2019 Plan, all grants of stock options, RSUs and PSUs during the nine months ended October 31, 2025 were made pursuant to the 2019 plan, respectively.

In June 2019, the Board of Directors also adopted the Company’s 2019 Employee Stock Purchase Plan (the "ESPP"), which became effective immediately prior to the effectiveness of the registration statement for the Company’s initial public offering. The total shares of common stock initially reserved under the ESPP was limited to 855,873 shares.

In July 2023, the Board of Directors also adopted the Company’s 2023 Inducement Award Plan (the “Inducement Plan”). The Inducement Plan allows the Compensation Committee of the Board of Directors (the "Compensation Committee") or its delegates to make equity-based incentive awards including stock options, RSUs and PSUs to employees of acquired companies to induce them to join the Company. The total shares of common stock initially reserved under the Inducement Plan was 500,000 shares.

As of October 31, 2025, there were 6,995,445 shares available for future grant pursuant to the 2019 Plan after factoring in the automatic increase that occurs on February 1 of each fiscal year, as well as an additional 238,517 shares available for future grant pursuant to the ESPP. The ESPP has two six-month offering periods each calendar year beginning in January and July. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a 15% discount through payroll deductions. As of October 31, 2025, there were 7,713 outstanding restricted stock units and 483,400 shares available for future grant under the Inducement Plan.


	Three months ended October 31,				Nine months ended October 31,
	2025		2024		2025		2024
RSUs	$	9,350	$	11,189	$	28,407	$	33,472
PSUs	4,271		3,358		12,897		9,645
Liability awards	2,446		2,081		8,372		6,802
ESPP	204		240		702		898
Stock options	—		—		—		2
Total stock-based compensation	$	16,271	$	16,868	$	50,378	$	50,819


	Three months ended October 31,				Nine months ended October 31,
	2025		2024		2025		2024
Stock-based compensation expense recorded to additional paid-in capital	$	13,825	$	14,787	$	42,006	$	44,017
Stock-based compensation expense recorded to accrued expenses	2,446		2,081		8,372		6,802
Total stock-based compensation	$	16,271	$	16,868	$	50,378	$	50,819
Less: stock-based compensation expense capitalized as internal-use software	(312)		(343)		(964)		(1,006)
Stock-based compensation expense per consolidated statements of operations	$	15,959	$	16,525	$	49,414	$	49,813

The Company has not recognized, and does not expect to recognize in the foreseeable future, any tax benefit related to U.S. employee stock-based compensation expense. During the nine months ended October 31, 2025, the Company recognized a deferred tax asset related to employee stock-based compensation (RSUs) for Canada branch employees. During the nine months ended October 31, 2025 and 2024, the Company reduced stock compensation expense by $331 and $1,130, respectively, for improbable-to-probable modifications of stock compensation awards.

The Company has issued RSUs to employees and independent directors that vest based on a time-based condition. RSUs granted to employees vest over four years based on a variety of vesting schedules, including quarterly, annually, and 10/20/30/40 (10% after one year, 20% after two years, 30% after three years and 40% after four years). RSUs granted during fiscal 2024 generally vest annually, and RSUs granted during fiscal 2025 and 2026 generally vest following a 10/20/30/40 vesting schedule.

Additionally, at the beginning of each fiscal year, the Company provides certain employees the option to settle their incentive bonus in immediately vested RSUs. RSUs granted to settle bonus awards are included in RSUs granted and vested in the table below. See section (g) Liability awards below for additional information regarding share-settled bonus awards.


			Restricted stock units
Unvested, January 31, 2025			3,597,948
Granted in nine months ended October 31, 2025			1,369,541
Vested			(1,283,306)
Forfeited			(308,473)
Unvested, October 31, 2025(1)			3,375,710
(1) Includes 7,713 awards granted pursuant to the 2023 Inducement Award Plan.

As of October 31, 2025, there was $67,951 remaining of total unrecognized compensation cost related to these awards. The total unrecognized costs are expected to be recognized over a weighted-average term of 2.66 years.

Options granted under the equity award plans have a maximum term of ten years and vest over a period determined by the Board of Directors (generally four years from the date of grant or the commencement of the grantee’s employment with the Company). Options generally vest 25% at the one-year anniversary of the grant date, after which point they generally vest pro rata on a monthly basis.

Stock option activity for the nine months ended October 31, 2025 is as follows:


	Number of options	Weighted- average exercise price		Weighted- average remaining contractual life (in years)	Aggregate Intrinsic value
Outstanding, January 31, 2025	899,381	$	7.39
Granted in nine months ended October 31, 2025	—	$	—
Exercised	(164,642)	$	6.56
Forfeited and expired	—	$	—
Outstanding and expected to vest, October 31, 2025	734,739	$	7.57	3.01	$	11,092
Exercisable, October 31, 2025	734,739	$	7.57	3.01	$	11,092

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s estimated stock price at the time of exercise and the exercise price, multiplied by the number of related in-the-money options) that would have been received by the option holders had they exercised their options at the end of the period. This amount changes based on the market value of the Company’s common stock. The total intrinsic value of options exercised for the nine months ended October 31, 2025 and 2024 (based on the difference between the Company’s estimated stock price on the exercise date and the respective exercise price, multiplied by the number of options exercised), was $3,848 and $2,304, respectively.

The Company grants PSUs to certain members of its management team. PSUs vest over approximately three years from the grant date upon satisfaction of both time-based requirements and market targets based on Phreesia's TSR relative to the TSR of each member of the Russell 3000 Index (the "Peer Group"). Depending on the percentage level at which the market-based condition is satisfied, the number of shares vesting could be between 0% and 220% of the number of PSUs originally granted. To earn the target number of PSUs (which represents 100% of the number of PSUs granted), the Company must perform at the 60th percentile for awards granted during fiscal 2023 and fiscal 2024 and at the 55th percentile for awards granted during fiscal 2025, with the maximum number of PSUs earned if the Company performed at least at the 90th percentile for all awards. If Phreesia's TSR for the performance period is negative, the maximum number of PSUs that can be earned will be capped at 100%.

The Company estimated the fair value of the PSUs using a Monte Carlo Simulation model that projected TSR for Phreesia and each member of the Peer Group over the performance period. The Company recognizes the grant date fair value of PSUs as compensation expense over the vesting period.

Market-based PSU activity for the nine months ended October 31, 2025 was as follows:


			Performance stock units
Outstanding, January 31, 2025			1,204,971
Granted in nine months ended October 31, 2025			—
Vested			—
Forfeited and expired			—
Outstanding, October 31, 2025			1,204,971

As of October 31, 2025, unrecognized compensation cost for the PSUs was $21,631, to be recognized over a weighted average remaining vesting period of 1.82 years, subject to the participants' continued employment with the Company.

The ESPP is a compensatory plan because it provides participants with terms that are more favorable than those offered to other holders of the Company's common stock. Employees purchase shares at the lesser of (1) 85% of the closing stock price on the first day of the offering period or (2) 85% of the closing stock price on the last day of

During the nine months ended October 31, 2025, the Company issued 61,142 shares of common stock under the ESPP. In connection with these issuances, the Company recorded increases of $1,309 to common stock and additional paid-in capital within stockholders' equity. As of October 31, 2025, unrecognized compensation cost related to the ESPP was $135, to be recognized over the next two months.

At the beginning of each year, the Company provides eligible employees the option to elect to receive all or a portion of their incentive compensation in the form of immediately vested restricted stock units instead of cash. Restricted stock units issued to settle liability awards are covered by the 2019 Plan. Share-settled bonus awards will be settled at a value equal to 115% of the cash bonuses. These share-settled bonus awards vest based on the achievement of the Company’s predefined performance targets. As share-settled bonus awards will be settled in a variable number of shares, the Company classifies share-settled bonus awards as liabilities within accrued expenses in the accompanying consolidated balance sheets until they are settled in shares and included in stockholders' equity. The Company’s share-settled bonus awards are settled semiannually. During the nine months ended October 31, 2025, the Company settled $10,425 of share-settled bonus awards by issuing 421,322 immediately vested RSUs. See (c) Restricted stock units above for additional discussion regarding RSUs.