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You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and our financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 31, 2026. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” and “Special Note Regarding Forward-Looking Statements”: section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year ends January 31. References to fiscal 2027 and 2026 refer to the fiscal years ending January 31, 2027 and 2026, respectively. When we use the terms “we,” “us,” “our,” “Phreesia,” the “Company” or similar words in this report, we are referring to, as the context may require, (i) for periods prior to November 12, 2025, Phreesia, Inc., a Delaware corporation, together with its subsidiaries Access eForms, LLC, a Texas limited liability company; ConnectOnCall.com, LLC, a New York limited liability company; Insignia Health, LLC, an Oregon limited liability company; MediFind, Inc., a Delaware corporation; Phreesia International LLC, a Delaware limited liability company; and Phreesia India Private Limited, an India private limited company and (ii) for periods on or after November 12, 2025, this also includes AccessOne Parent Holdings, Inc., a Delaware corporation, and its subsidiaries (“AccessOne”).
Financial Highlights
•Total revenue increased 13% to $130.9 million in the three months ended April 30, 2026, as compared to $115.9 million in the three months ended April 30, 2025.
•Net income was $3.0 million in the three months ended April 30, 2026, as compared to net loss of $3.9 million in the three months ended April 30, 2025.
•Adjusted EBITDA was $30.5 million in the three months ended April 30, 2026, as compared to $20.8 million in the three months ended April 30, 2025.
•Net cash provided by operating activities was $23.9 million for the three months ended April 30, 2026, as compared to $14.9 million for the three months ended April 30, 2025.
•Free cash flow was $16.4 million for the three months ended April 30, 2026, as compared to $7.5 million for the three months ended April 30, 2025.
•Cash, cash equivalents and restricted cash as of April 30, 2026 was $76.4 million, an increase of $2.6 million as compared to January 31, 2026. As of April 30, 2026, cash, cash equivalents and restricted cash included $1.7 million of long-term restricted cash classified within other long-term assets.
Adjusted EBITDA and Free cash flow are Non-GAAP measures. For a reconciliation of Adjusted EBITDA to net income (loss) and a reconciliation of free cash flow to net cash provided by operating activities, and for more information as to how we define and calculate such measures, see the section below titled “Non-GAAP financial measures.”
Overview
We provide an integrated software, payments, and engagement platform designed to address three foundational challenges in healthcare delivery: access to care, affordability of care, and health patient outcomes. Our platform is embedded directly into provider workflows and patient interactions, enabling healthcare organizations to activate patients, streamline administrative processes, and improve financial performance across the care continuum. Our integrated platform is designed to address challenges patients and healthcare providers face in three core areas: Access, Affordability, and Outcomes.
Access: Our solutions facilitate access to care by reducing friction in how patients find, schedule, and register for care, while enabling providers to improve capacity utilization and reduce administrative burden. Key capabilities include care discovery and scheduling through MediFind, our online provider directory, and self-scheduling tools; appointment optimization and referral management using AI-enabled workflows; and our AI-based smart answering solution patient communications supported by voice and messaging solutions.
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Affordability: Our solutions directly address affordability challenges and improve the patient experience while helping providers improve collections, accelerate cash flow, and reduce revenue cycle friction. Capabilities include eligibility and cost transparency tools, integrated payment solutions embedded in intake and post-visit workflows, and financing solutions that enable healthcare organizations to accelerate cash collections while offering flexible payment options to patients.
Outcomes: Our solutions are designed to improve patient outcomes by promoting patient engagement, treatment adherence and satisfaction, while enabling healthcare stakeholders, including providers and life sciences organizations, to measure and influence patient behavior in a compliant and scalable manner. Capabilities include digital intake and clinical data capture, patient engagement and activation tools, and measurement and analytics solutions.
We serve a diverse group of healthcare organizations including ambulatory practices, health systems, and hospitals, as well as life sciences companies, government entities, patient advocacy, public interest and not-for-profit and other organizations. Our solutions support the patient journey from care discovery and scheduling through intake, payment, and post-visit follow-up. In fiscal year 2026, our platform facilitated approximately 180 million patient visits, representing approximately one in six ambulatory patient visits in the United States.
We generate revenue through a diversified model that includes three revenue streams: subscription and related services; payment solutions, which include payment processing fees and financing fees; and Network Solutions, which provides a channel for life sciences companies and other organizations to deliver compliant, personalized engagement to patients and providers who use our solutions.
Subscription and related services revenue is relatively consistent throughout the fiscal year due to the recurring nature of our contracts. Payment solutions revenue is typically higher during the first two to three months of the calendar year, driven in part by the resetting of patient deductibles. Network Solutions revenue is primarily generated through annual contracts priced on a per-engagement basis, supported by closed-loop reporting and third-party measurement, and is typically higher in the second half of our fiscal year, reflecting life sciences marketing budget cycles. Phreesia creates high-intent engagement opportunities delivered at critical moments in the care journey.
Since our inception, we have focused substantially all of our sales efforts within the United States. Accordingly, substantially all of our revenue from historical periods has come from the United States, and our current strategy is to continue to focus substantially all of our sales efforts within the United States.
Historically, our revenue growth has been primarily organic and has reflected our significant addition of new healthcare services clients. New healthcare services clients are defined as clients that go live in the applicable period and existing healthcare services clients are defined as clients that go live in any period before the applicable period.
Recent developments and current economic conditions
New Capital One Credit Facility and Refinancing
On March 13, 2026 (the “Refinancing Date”), we and certain of our subsidiaries (collectively, the “Credit Parties”) entered into a Credit Agreement (the “New Capital One Credit Agreement”) providing for a senior secured revolving credit facility (the “New Capital One Credit Facility”) up to an aggregate principal amount of $275.0 million, of which $92.2 million was borrowed on the Refinancing Date, and which includes a swingline sublimit of $20.0 million and a letter of credit sublimit of $10.0 million. The unused borrowing capacity on the facility is available to us for working capital, capital expenditures, permitted acquisitions and general corporate purposes.
The New Capital One Credit Agreement bears interest at a rate per annum based on SOFR or a Base Rate as specified in the New Capital One Credit Agreement. Swingline loans must be Base Rate loans. We are permitted to repay the Credit Facility, in whole or in part, without penalty or premium, subject to certain notice periods.
We will pay an unused line fee equal to the product of (i) a commitment fee percentage ranging from 0.25% to 0.40% per annum based on the applicable total net leverage ratio and (ii) the unused portion of the revolving commitments under the Credit Facility.
On the Refinancing Date, in connection with the entry into the New Capital One Credit Facility, we terminated without penalty and repaid all outstanding indebtedness and obligations under the Bridge Loan and the Previous Capital One Credit Facility. All security agreements and related financing arrangements entered into with our former lenders under the Bridge Loan and the Previous Capital One Credit Facility were terminated substantially
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concurrently with the effectiveness of the New Capital One Credit Agreement. The transactions that occurred on the Refinancing Date are referred to collectively as the “Refinancing.”
Ninth Amendment to the Receivables Purchase and Administration Agreement
On April 30, 2026, we entered into an amendment (the “Amendment”) to the Receivables Purchase and Administration Agreement, dated as of March 31, 2020, as previously amended, restated, supplemented or otherwise modified (the “Receivables Purchase Agreement”) which governs AccessOne’s securitization program (the “Securitization Program”) with PNC Bank (“PNC”). The Securitization Program supports AccessOne’s ability to offer patients flexible payment plans while providing up-front cash to healthcare providers for eligible patient receivables. The Amendment extended the term of the Receivables Purchase Agreement through April 30, 2029 and increased the facility limit from $200 million to $300 million, expanding our capacity to bring AccessOne’s financing capabilities to more healthcare services clients. The Amendment also increased the concentration limit applicable to eligible receivables with related providers that have provider ratings below “BBB-” or “Baa3” or that do not have provider ratings from 5.00% to 15.00% of the aggregate securitization value of all eligible receivables, subject to the Administrative Agent’s discretion to approve a greater percentage in writing following customary due diligence, requisite credit approvals and related analysis. The Amendment also amended certain covenants, allowing us to offer upfront receivables funding to a greater portion of our provider network — including non-investment grade organizations like community hospitals and specialty practices that are central to our growth strategy for AccessOne.
In connection with the Amendment, Phreesia, AccessOne Holdings, Inc. (“AccessOne Holdings”) and PNC Bank entered into an Amended and Restated Performance Guaranty (the “Guaranty”), pursuant to which Phreesia became a joint and several co-guarantor of certain AccessOne MedCard obligations under certain transaction documents. The Guaranty expressly provides that it is not a guarantee of the collection of any pool receivables and that Phreesia and AccessOne Holdings are not responsible for any non-payment or delay in the payment of any pool receivables solely due to the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related obligor or provider.
For more information regarding the Amendment and the Guaranty, please see our Current Report on Form 8-K filed with the SEC on May 4, 2026.
Restructuring Plan
On May 7, 2026, we implemented a restructuring plan intended to reduce operating expenses and better align our cost structure with our current business priorities. The plan includes the recent elimination of approximately 220 positions, approximately half of which are contractor roles. We expect the costs associated with the plan to be incurred primarily during fiscal year 2027. We expect the plan to result in meaningful annualized run-rate expense savings.
Our expectations regarding costs and savings in connection with the plan are subject to assumptions, and actual amounts may differ materially from these expectations. We may also incur costs not currently contemplated due to events that could occur in connection with the plan.
For more information regarding the restructuring plan, please see our Current Report on Form 8-K filed with the SEC on May 11, 2026.
Macroeconomic environment and geopolitical conditions
Our business is directly and indirectly affected by macroeconomic conditions, geopolitical conditions and the state of global financial markets. Geopolitical uncertainty resulting, in part, from the military conflict between Russia and Ukraine and the conflict in the Middle East, as well as other macro-economic conditions, such as the impact of pandemics, changes in interest rates, inflation in the cost of goods, services and labor, tariff and trade issues, or a recession or an economic slowdown in the U.S. or internationally, have contributed to significant volatility and declines in global financial markets. The uncertainty over the extent and duration of the ongoing conflicts and these macroeconomic conditions continues to cause disruptions to businesses and markets worldwide. Additionally, the U.S. federal government has caused, and may continue to cause, additional geopolitical and macroeconomic uncertainty. For example, certain of our network solutions clients are committing fewer dollars due to brand-specific dynamics and the impact of regulatory policies, though we do not believe these developments are signaling a structural shift in demand for our solutions. While none of these factors individually has had a material impact on our business to date, it is difficult to predict the potential impact these factors may have on our future business results or in the financial condition or purchasing patterns of our customers, partners and suppliers, and each could adversely impact our business operations, financial performance and results of operations. We continue to closely monitor
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these macroeconomic and geopolitical developments and their potential impact on our business and financial condition.
Key Metrics
We regularly review the following key metrics to measure our performance, identify trends affecting our business, formulate financial projections, make strategic business decisions and assess working capital needs.
Three months ended April 30,
(Unaudited) 2026 2025
Average number of healthcare services clients ("AHSCs") 4,708 4,411
Total revenue per AHSC $ 27,811 $ 26,283
•AHSCs. We define AHSCs as the average number of clients that generate subscription and related services or payment solutions revenue each month during the applicable period. In cases where we act as a subcontractor providing white-label services to our partner's clients, we treat the contractual relationship as a single healthcare services client. We believe growth in AHSCs is a key indicator of the performance of our business and depends, in part, on our ability to successfully develop and market our solutions to healthcare services organizations that are not yet clients. We believe growth in AHSCs provides useful information to investors as an important indicator of expected revenue growth. In addition, growth in AHSCs informs our management of the areas of our business that will require further investment to support expected future AHSC growth. For example, as AHSCs increase, we may need to add to our customer support team and invest to maintain effectiveness and performance of our solutions for our healthcare services clients and their patients.
•Total revenue per AHSC. We define total revenue per AHSC as total revenue in a given period divided by the number of AHSCs during that same period. Our healthcare services clients directly generate subscription and related services and payment solutions revenue. Additionally, our relationships with healthcare services clients who subscribe to our solutions give us the opportunity to engage with life sciences companies, government entities, patient advocacy, public interest and not-for-profit and other organizations who deliver direct communication to patients through our solutions. As a result, we believe that our ability to increase total revenue per AHSC provides useful information to investors as an indicator of the long-term value of our solutions. Total revenue per AHSC was $27,811 for the three months ended April 30, 2026 compared to $26,283 for the same period in the prior year, an increase of 6%. The increase was primarily driven by network solutions revenue growth that outpaced AHSC growth.
Additional Information
Three months ended
(Unaudited) April 30, 2026 January 31, 2026(1)
Total managed payments (in billions) $ 1.786 $ 1.560
Payment solutions revenue rate 2.3 % 2.3 %
(1) The AccessOne Acquisition was completed on November 12, 2025. Reflects inclusion of the business operations of AccessOne from November 12, 2025 to January 31, 2026 and therefore the payment solutions revenue rate for the three months ended January 31, 2026 is not indicative of AccessOne’s full-quarter performance.
We are introducing new metrics: total managed payments and payment solutions revenue rate. We believe these new metrics will enable investors to better evaluate the performance of our payment solutions business following the AccessOne Acquisition during the fourth quarter of fiscal 2026, which introduced new revenue-generating activities. These metrics replace patient payment volume and payment facilitator volume percentage, which reflected only the legacy Phreesia payment processing business. Total managed payments reflects both the transactional activity we facilitate and the financing solutions we provide to healthcare organizations and patients. These metrics provide a clear and consistent framework for understanding how payment activity translates into
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revenue, enabling investors to more effectively assess the growth, performance and overall value of our payment solutions business.
•Total managed payments. We define total managed payments as the sum of (i) our legacy patient payment volume, measured as the total dollar volume of transactions between our healthcare services clients and their patients utilizing our payment platform, including via credit and debit cards that we process as a payment facilitator as well as cash and check payments and credit and debit transactions for which we act as a gateway to other payment processors; and (ii) the average month-end outstanding balance of our managed portfolio of cardholder receivables, calculated as the average of the month-end balances during the applicable period. We believe total managed payments are a useful indicator of the scale and health of our payments ecosystem, reflecting both the volume of transactions we facilitate and the size of the receivables portfolio we service. Total managed payments are one of the primary drivers of our total payments revenue.
•Payment solutions revenue rate. We define our payment solutions revenue rate as total payment solutions revenue divided by total managed payments for a given period. This rate reflects the combined monetization of both our payment processing and patient financing activities in a single, unified rate. We believe this metric provides a useful lens into the efficiency and stability of our revenue model over time, enabling investors to better understand how changes in volume and portfolio size translate into revenue and to more easily evaluate the underlying performance and scalability of our payment solutions business. Because total managed payments includes both transaction volume and average receivables balances, payment solutions revenue rate should not be interpreted as a processing take rate, interest yield or margin.
Components of consolidated statements of operations
Revenue
We generate revenue primarily from providing an integrated SaaS-based software and payment platform for the healthcare industry. We derive revenue from subscription fees and related services generated from our healthcare services clients for access to our solutions, payment solutions fees based on patient payment processing volume, and financing fees based on a portfolio of cardholder receivables; and from fees from life sciences companies and other organizations for delivering direct communications to help activate, engage and educate patients about topics critical to their health.
Our total revenue consists of the following:
•Subscription and related services. We primarily generate subscription fees from our healthcare services clients based on the number of healthcare services clients that subscribe to and utilize our solutions. Our healthcare services clients are typically billed monthly in arrears, though in some instances, healthcare services clients may opt to be billed quarterly or annually in advance. Subscription fees are typically auto-debited from healthcare services clients’ accounts every month. As we target and add larger enterprise healthcare services clients, these clients may choose to contract differently than our typical per healthcare services client subscription model. To the extent we charge in an alternative manner with larger enterprise healthcare services clients, we expect that such a pricing model will recur and, combined with our per healthcare services client subscription fees, will increase as a percentage of our total revenue. In addition, we receive certain fees from healthcare services clients for professional services associated with our implementation services as well as travel and expense reimbursements, shipping and handling fees, leasing and sales of hardware (PhreesiaPads and Arrivals Kiosks), on-site support and training.
•Payment solutions. We generate revenue from patient payment processing fees and financing fees.
◦We generate revenue from payment processing fees based on the number of transactions and the levels of patient payment volume processed through our solutions. Payment processing fees are generally calculated as a percentage of the total transaction dollar value processed and/or a fee per transaction. The remainder of our patient payment volume is composed of credit and debit transactions for which Phreesia acts as a gateway to another payment processor, and cash and check transactions. Patient payment responsibility typically declines as a share of total spending as the calendar year progresses due to benefit design. Consistent with that trend, payment volume on a per client basis has historically been lower in the second half of our fiscal year as compared to the first half of our fiscal year.
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◦Financing fees primarily consist of finance charges earned on cardholder receivables and fees for servicing cardholder receivables. Finance charges include interest, late fees and other service charges assessed on patient accounts. Servicing fees are assessed based on payment balances collected
•Network solutions. We generate revenue from life sciences companies and other organizations for delivering direct communications to patients. As we expand our healthcare services client base, we increase the number of new patients we can reach to deliver our direct communications to help activate, engage and educate patients about topics critical to their health on behalf of life sciences companies and other organizations.
Cost of revenue (excluding depreciation and amortization)
Our cost of revenue (excluding depreciation and amortization) primarily consists of labor costs, including salaries, stock-based compensation, benefits and bonuses for implementation and technical support, as well as outside services costs. Cost of revenue (excluding depreciation and amortization) also includes infrastructure costs to operate our solutions such as hosting fees and fees paid to various third-party providers for access to their technology, as well as costs to verify insurance eligibility and benefits.
Payment solutions expense
Payment solutions expense consists primarily of interchange fees set by payment card networks that are ultimately paid to the card-issuing financial institution, assessment fees paid to payment card networks, and fees paid to third-party payment processors and gateways. Payment solutions expense may increase as a percentage of payment solutions revenue if card networks raise pricing for interchange and assessment fees or if we reduce pricing to our clients. Payment solutions expense also includes fees payable in connection with the securitization, as well as direct costs of servicing cardholder receivables.
Sales and marketing
Sales and marketing expense consists primarily of labor costs, including salaries, stock-based compensation, benefits, bonuses and commission costs for our sales and marketing personnel, as well as outside services costs. Sales and marketing expense also includes costs for advertising, promotional and other marketing activities, as well as certain fees paid to various third-party partners for sales and lead generation. Advertising is expensed as incurred.
Research and development
Research and development expense consists of costs to develop our products and services that do not meet the criteria for capitalization as internal-use software. These costs consist primarily of labor costs, including salaries, stock-based compensation and benefits for our development personnel, as well as outside services costs. Research and development expense also includes third-party partner fees and third-party consulting fees.
General and administrative
General and administrative expense consists primarily of labor costs, including salaries, stock-based compensation and benefits for our executive, finance, legal, security, human resources, information technology and other administrative personnel, as well as outside services costs. General and administrative expense also includes software costs to support our finance, legal and human resources operations, insurance costs as well as fees to third-party providers for accounting, legal and consulting services, costs for various non income-based taxes and software costs.
Depreciation
Depreciation represents depreciation expense for PhreesiaPads and Arrivals Kiosks, data center and other computer hardware, purchased computer software, furniture and fixtures and leasehold improvements.
Amortization
Amortization primarily represents amortization of our capitalized internal-use software related to our solutions as well as amortization of acquired intangible assets.
Other (expense) income, net
Our other income and expense line items consist of the following:
•Other (expense) income, net. Other (expense) income, net consists of foreign currency-related losses and gains and other miscellaneous income (expense).
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•Loss on extinguishment of debt. Loss on extinguishment of debt represents the difference between the amount paid on extinguishment of debt (including any directly related fees) and the net carrying amount of debt being extinguished.
•Interest expense. Interest expense consists primarily of the interest incurred on our financing obligations as well as amortization of discounts and deferred financing costs.
•Interest income. Interest income consists of interest earned on our cash and cash equivalent balances.
Income tax expense
Based upon our cumulative pre-tax losses in recent years and available evidence, we have determined that it is more likely than not that the majority all of our U.S. deferred tax assets as of April 30, 2026 will not be realized in the near term. Consequently, we have established a valuation allowance against our deferred tax assets that are not more likely than not to be realized. In periods when we conclude we will have future taxable income sufficient to realize the deferred tax assets, we reduce the valuation allowance. Income tax expense also includes U.S. state and local income taxes and foreign income taxes. We record unrecognized tax benefits as liabilities or as reductions to deferred tax assets and adjust these balances when our judgment changes as a result of the evaluation of new information previously not available.
Comparison of results of operations for the three months ended April 30, 2026 and 2025
(unaudited)
Revenue
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Subscription and related services $ 52,721 $ 54,355 $ (1,634) (3) %
Payment solutions 41,941 29,925 12,016 40 %
Network solutions 36,273 31,656 4,617 15 %
Total revenue $ 130,935 $ 115,936 $ 14,999 13 %
•Subscription and related services. Our subscription and related services revenue from healthcare services organizations decreased $1.6 million to $52.7 million for the three months ended April 30, 2026, as compared to $54.4 million for the three months ended April 30, 2025, primarily due to one-time adjustments for non-recurring fees and a decline in one-time revenue recognition from license delivery.
•Payment solutions. Our payment solutions revenue increased $12.0 million to $41.9 million for the three months ended April 30, 2026, as compared to $29.9 million for the three months ended April 30, 2025, due to revenue contributed by AccessOne during the three months ended April 30, 2026, as well as the addition of new healthcare services clients, which drove increases in patient visits and patient payments processed through our platform. The 40% increase in payment solutions revenue consisted of a 33% increase attributable to AccessOne and a 7% increase attributable to legacy payment processing revenue.
•Network solutions. Our revenue from life sciences clients and other organizations increased $4.6 million to $36.3 million for the three months ended April 30, 2026, as compared to $31.7 million for the three months ended April 30, 2025, due to an increase in engagement, education programs and deeper patient outreach among the existing programs.
Cost of revenue (excluding depreciation and amortization)
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Cost of revenue (excluding depreciation and amortization) $ 17,659 $ 16,637 $ 1,022 6 %
Cost of revenue (excluding depreciation and amortization) increased $1.0 million to $17.7 million for the three months ended April 30, 2026, as compared to $16.6 million for the three months ended April 30, 2025. The increase resulted primarily from a $1.5 million increase in other third-party costs, as well as additional cost of revenue (excluding depreciation and amortization) recognized for AccessOne, partially offset by a $0.4 million decrease in labor costs.
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Stock compensation incurred related to cost of revenue was $0.6 million and $1.1 million for the three months ended April 30, 2026 and 2025, respectively.
Payment solutions expense
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Payment solutions expense $ 25,675 $ 21,428 $ 4,247 20 %
Payment solutions expense increased $4.2 million to $25.7 million for the three months ended April 30, 2026, as compared to $21.4 million for the three months ended April 30, 2025. The increase resulted primarily from the increase in payment processing fees revenue and patient payments processed through our solutions, each driven by an increase in patient visits over the prior year, as well as additional payment solutions expense recognized for AccessOne.
Sales and marketing
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Sales and marketing $ 24,209 $ 26,043 $ (1,834) (7) %
Sales and marketing expense decreased $1.8 million to $24.2 million for the three months ended April 30, 2026, as compared to $26.0 million for the three months ended April 30, 2025. The decrease resulted primarily from a $2.3 million decrease in labor costs, partially offset by a $0.5 million increase in other third-party sales and marketing costs.
Stock compensation incurred related to sales and marketing expense was $3.9 million and $5.2 million for the three months ended April 30, 2026 and 2025, respectively.
Research and development
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Research and development $ 28,328 $ 31,829 $ (3,501) (11) %
Research and development expense decreased $3.5 million to $28.3 million for the three months ended April 30, 2026, as compared to $31.8 million for the three months ended April 30, 2025. The decrease resulted primarily from a $3.2 million decrease in labor costs and a $0.8 million decrease in other third-party research and development costs, partially offset by a $0.4 million increase in software costs.
Stock compensation incurred related to research and development expense was $3.6 million and $4.4 million for the three months ended April 30, 2026 and 2025, respectively.
General and administrative
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
General and administrative $ 18,361 $ 16,408 $ 1,953 12 %
General and administrative expense increased $2.0 million to $18.4 million for the three months ended April 30, 2026, as compared to $16.4 million for the three months ended April 30, 2025. The increase primarily resulted from a $3.4 million increase in other third-party costs, partially offset by a $1.7 million decrease in labor costs.
Stock compensation incurred related to general and administrative expense was $5.5 million and $6.6 million for the three months ended April 30, 2026 and 2025, respectively.
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Depreciation
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Depreciation $ 3,371 $ 2,986 $ 385 13 %
Depreciation expense increased $0.4 million to $3.4 million for the three months ended April 30, 2026, as compared to $3.0 million for the three months ended April 30, 2025. The increase was primarily attributable to higher computer equipment depreciation.
Amortization
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Amortization $ 6,583 $ 3,892 $ 2,691 69 %
Amortization expense increased $2.7 million to $6.6 million for the three months ended April 30, 2026 as compared to $3.9 million for the three months ended April 30, 2025. The increase was primarily driven by amortization of intangible assets acquired in connection with the AccessOne Acquisition as well as higher amortization of capitalized internal-use software development costs.
Other (expense) income, net
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Other (expense) income, net $ (7) $ 338 $ (345) (102) %
Other (expense) income, net was expense of less than $0.1 million for the three months ended April 30, 2026 as compared to income of $0.3 million for the three months ended April 30, 2025. Other (expense) income, net is comprised primarily of other miscellaneous income (expense) and foreign exchange gains and losses due to changes in rates.
Interest expense
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Interest expense $ (2,299) $ (435) $ (1,864) 429 %
Interest expense was $2.3 million for the three months ended April 30, 2026, as compared to $0.4 million for the three months ended April 30, 2025. The increase is primarily attributable to interest expense recorded in connection with the Bridge Loan and New Capital One Credit Facility during the three months ended April 30, 2026.
Interest income
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Interest income $ 297 $ 205 $ 92 45 %
Interest income was $0.3 million for the three months ended April 30, 2026, as compared to $0.2 million for the three months ended April 30, 2025. The increase is primarily attributable to higher interest income earned from our cash and cash equivalent balances.
Income tax expense
Three months ended April 30,
($ in thousands) 2026 2025 $ Change % Change
Income tax expense $ (1,760) $ (735) $ (1,025) 139 %
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Income tax expense increased to $1.8 million for the three months ended April 30, 2026, as compared to $0.7 million for the three months ended April 30, 2025. The increase in income tax expense is primarily due to increases in U.S. state and Canada income taxes, as well as a $0.6 million increase in valuation allowance related to a measurement period adjustment to deferred tax liabilities recorded in connection with the AccessOne Acquisition.
Non-GAAP financial measures
Adjusted EBITDA is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income or loss or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity. We calculate Adjusted EBITDA as net income or loss before interest expense, interest income, income tax expense, depreciation and amortization, stock-based compensation expense, loss on extinguishment of debt, other expense (income), net and certain other items that are not considered to reflect our operating activities and performance within the ordinary course of business, such as acquisition- and restructuring-related costs.
The calculation of Adjusted EBITDA was updated beginning in the three months ended October 31, 2025 to include an adjustment for acquisition-related costs, which consist primarily of legal, advisory and other professional fees and integration costs related to acquisitions. Management believes adjusting for these acquisition-related costs provides investors with a more consistent period-to-period comparison of our core operating performance and trends. For periods prior to the three months ended October 31, 2025, the calculation of Adjusted EBITDA did not adjust for acquisition-related costs, and prior periods have not been retroactively adjusted.
We have provided below a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure. We have presented Adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short and long-term operational plans. In particular, we believe that the exclusion of the amounts eliminated in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
Our use of Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:
•Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•Adjusted EBITDA does not reflect: (1) changes in, or cash requirements for, our working capital needs; (2) the potentially dilutive impact of non-cash stock-based compensation; (3) tax payments that may represent a reduction in cash available to us; (4) loss on extinguishment of debt; (5) interest expense; (6) interest income; (7) other expense (income), net or (8) certain other items that are not considered to reflect our operating activities and performance within the ordinary course of business, such as acquisition- and restructuring-related costs; and
•Other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.
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Because of these and other limitations, you should consider Adjusted EBITDA along with other GAAP-based financial performance measures, including various cash flow metrics, net income (loss), and our GAAP financial results.
The following table presents a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, for each of the periods indicated:
Three months ended April 30,
(in thousands, unaudited) 2026 2025
Net income (loss) $ 2,963 $ (3,914)
Interest expense 2,299 435
Interest income (297) (205)
Income tax expense 1,760 735
Depreciation and amortization 9,954 6,878
Stock-based compensation expense 13,554 17,225
Loss on extinguishment of debt 17 —
Other expense (income), net 7 (338)
Other items affecting comparability(1) 217 —
Adjusted EBITDA $ 30,474 $ 20,816
(1) For the three months ended April 30, 2026, consisted of legal, advisory and other professional fees and integration costs related to the AccessOne Acquisition.
We calculate free cash flow as net cash provided by operating activities less capitalized internal-use software development costs and purchases of property and equipment.
Additionally, free cash flow is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by our business that can be used for strategic opportunities, including investing in our business, making strategic investments, partnerships and acquisitions and strengthening our financial position.
The following table presents a reconciliation of free cash flow from net cash provided by operating activities, the most directly comparable GAAP financial measure, for each of the periods indicated:
Three months ended April 30,
(in thousands, unaudited) 2026 2025
Net cash provided by operating activities $ 23,922 $ 14,850
Less:
Capitalized internal-use software (3,240) (3,888)
Purchases of property and equipment (4,310) (3,504)
Free cash flow $ 16,372 $ 7,458
Liquidity and capital resources
As of April 30, 2026 and January 31, 2026, we had cash, cash equivalents and restricted cash of $76.4 million and $73.8 million, respectively. Cash, cash equivalents and restricted cash consist of money market mutual funds and
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cash on deposit. As of April 30, 2026, cash, cash equivalents and restricted cash included $1.7 million of restricted cash classified within other long-term assets.
We believe that our existing cash and cash equivalents, along with cash generated in the normal course of business, will be sufficient to meet our needs for at least the next 12 months.
We also have additional borrowing capacity under the New Capital One Credit Facility, subject to certain restrictive covenants.
Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors.”
In the event that additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition could be adversely affected.
Bridge Loan
In the fourth quarter of fiscal 2026, we entered into a $110 million Bridge Credit Agreement to finance a portion of the AccessOne acquisition (the Bridge Loan). As of January 31, 2026, the outstanding principal balance of the Bridge Loan was $90 million.
On the March 13, 2026, (the “Refinancing Date”), we terminated without penalty, and repaid all outstanding indebtedness and obligations under, the Bridge Loan.
Previous Capital One Credit Facility
In December 2023, we entered into a 5-year, $50.0 million senior secured asset-based revolving credit facility (as amended, the “Previous Capital One Credit Facility") maturing in December 2028. The Previous Capital One Credit facility was amended in the fourth quarter of fiscal 2026 to accommodate the AccessOne Acquisition and to accommodate the existence of the Bridge Loan.
On the Refinancing Date, the Previous Capital One Credit Facility was terminated without penalty in connection with the Refinancing.
New Capital One Credit Facility and Refinancing
On the Refinancing Date, we and certain of our subsidiaries (collectively, the “Credit Parties”) entered into a Credit Agreement (the “New Capital One Credit Agreement”) providing for a senior secured revolving credit facility (the “New Capital One Credit Facility”) up to an aggregate principal amount of $275.0 million, of which $92.2 million was borrowed on the Refinancing Date, and which includes a swingline sublimit of $20.0 million and a letter of credit sublimit of $10.0 million. The unused borrowing capacity on the facility is available to us for working capital, capital expenditures, permitted acquisitions and general corporate purposes.
The New Capital One Credit Agreement bears interest at a rate per annum based on SOFR or a Base Rate as specified in the New Capital One Credit Agreement. Swingline loans must be Base Rate loans. We are permitted to repay the Credit Facility, in whole or in part, without penalty or premium, subject to certain notice periods.
We will pay an unused line fee equal to the product of (i) a commitment fee percentage ranging from 0.25% to 0.40% per annum based on the applicable total net leverage ratio and (ii) the unused portion of the revolving commitments under the Credit Facility.
On the Refinancing Date, in connection with the entry into the New Capital One Credit Facility, we terminated without penalty, and repaid all outstanding indebtedness and obligations under, the Bridge Loan and the Previous Capital One Credit Facility. All security agreements and related financing arrangements entered into with our former lenders under the Bridge Loan and the Previous Capital One Credit Facility were terminated substantially concurrently with the effectiveness of the New Capital One Credit Agreement. The transactions that occurred on the Refinancing Date are referred to collectively as the “Refinancing.”
The New Capital One Credit Facility contains financial covenants that, among other things, require us to maintain a maximum Total Net Leverage Ratio and a minimum Consolidated Fixed Charged Coverage Ratio, each as defined in the New Capital One Credit Agreement, as well as various restrictive covenants that limit our ability to take certain actions, including, but not limited to, our ability to grant or incur liens, dispose of assets, incur additional indebtedness, make certain investments, restricted payments (including dividends) and restricted debt payments,
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enter into certain mergers and acquisitions, subject in each case to certain customary exclusions, exceptions and baskets.
See Note 6 - Debt and finance leases for more information regarding the Bridge Loan and the New Capital One Credit Facility.
Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors.”
In the event that additional financing is required from outside sources, we may be unable to raise the funds on acceptable terms, if at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition could be adversely affected.
Financing agreements
In June 2023, we entered into a financing agreement to obtain financing for internal-use software and related software support. As of April 30, 2026, there was $0.2 million in outstanding principal and interest due under the agreement. The financing agreement requires us to pay $0.1 million per month for 36 months beginning August 2023. The effective interest rate on the agreement is 10.5% per annum.
The following table summarizes our sources and uses of cash for each of the periods presented:
Three months ended April 30,
(in thousands, unaudited) 2026 2025
Net cash provided by operating activities $ 23,922 $ 14,850
Net cash provided by (used in) investing activities 4,802 (7,392)
Net cash used in financing activities (26,093) (838)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (64) 31
Net increase in cash, cash equivalents and restricted cash $ 2,567 $ 6,651
Operating activities
The primary sources of cash from operating activities are cash received from our customers and interest earned on our money market mutual funds. The primary uses of cash for operating activities are for payroll, payments to suppliers, payments for operating leases, as well as cash paid for interest on our borrowings and finance leases and cash paid for various sales, property and income taxes.
During the three months ended April 30, 2026, and 2025, net cash provided by operating activities was $23.9 million and $14.9 million, respectively, as our cash received from customers in connection with our normal operations exceeded our cash paid for employee compensation, third-party operating costs, interest and income taxes.
The change in net cash provided by operating activities was driven primarily by an increase in cash received from customers driven by higher revenues during the three months ended April 30, 2026.
Investing activities
During the three months ended April 30, 2026, net cash provided by investing activities was $4.8 million, principally resulting from $12.4 million of collections of cardholder receivables held for investment and deferred purchase price, partially offset by capital expenditures, the majority of which consisted of $3.2 million of capitalized internal-use software costs, as well as $4.3 million of purchases of property and equipment, principally for software and computer equipment.
During the three months ended April 30, 2025, net cash used in investing activities was $7.4 million, principally resulting from $3.9 million of capitalized internal-use software costs, as well as $3.5 million of purchases of property and equipment, primarily for computer equipment.
Financing activities
During the three months ended April 30, 2026, net cash used in financing activities was $26.1 million, primarily consisting of $100.0 million used for principal payments on indebtedness, finance leases and financing arrangements, $15.6 million used for principal payments on due to provider liabilities, $2.3 million used for debt issuance costs, facility fees and debt extinguishment costs and $1.1 million used for treasury stock repurchases to satisfy tax withholdings on stock compensation awards, partially offset by $92.2 million of proceeds from issuance of indebtedness and $0.7 million in proceeds from our equity compensation plans.
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During the three months ended April 30, 2025, net cash used in financing activities was $0.8 million, primarily consisting of $1.7 million used for principal payments on finance leases and financing arrangements, partially offset by $0.9 million in proceeds from our equity compensation plans.
Material cash requirements
Our material cash requirements relate to human capital, contractual purchase commitments, leases and financing arrangements, and repayment of borrowings under the New Capital One Credit Facility.
During the three months ended April 30, 2026, there were no other significant changes in our material cash requirements as compared to the material cash requirements from known contractual and other obligations described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 31, 2026.
See “Liquidity and capital resources” above for information regarding the New Capital One Credit Facility and the impact on our cash, cash equivalents and restricted cash, liquidity and sources of funds available for our material cash requirements.
Critical accounting policies and estimates
The preparation of the consolidated financial statements in conformity with GAAP requires us to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. Our most significant estimates and judgments involve revenue recognition, transfers and servicing of financial assets, the fair value of financial instruments accounted for under the fair value option, the fair value of assets acquired in business combinations, capitalized internal-use software, income taxes, and valuation of our stock-based compensation. Actual results may differ from these estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
There have been no significant changes in our critical accounting policies and estimates during the three months ended April 30, 2026 as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 31, 2026.