[144] Phreesia, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filed for Phreesia, Inc. (PHR) reports a proposed sale of 3,761 common shares by a holder that acquired them on 09/11/2025 through restricted stock vesting and states the sale will be executed through Fidelity on the NYSE around 09/16/2025. The filing also discloses three prior sales by the same seller within the past three months: 1,892 shares on 07/17/2025 (gross proceeds $50,867.93), 45,147 shares on 08/27/2025 (gross proceeds $1,445,601.82) and 3,400 shares on 08/28/2025 (gross proceeds $110,369.37). The filer certifies no undisclosed material adverse information.

Positive

• Transaction arises from restricted stock vesting, indicating these are compensatory shares rather than external transfers
• Filings disclose prior sales and certify no undisclosed material adverse information, meeting disclosure requirements

Negative

• Large prior sale of 45,147 shares on 08/27/2025 generated ~$1.45M, representing concentrated insider selling activity
• Multiple sales in a short period (07/17/2025, 08/27/2025, 08/28/2025) may warrant investor attention despite small relative size

Insights

Securities Analyst

TL;DR: Insider is selling vested shares; recent sales include a large block that generated $1.45M, overall impact appears limited relative to market cap.

The filing shows a routine sale of 3,761 shares arising from restricted stock vesting, to be executed via Fidelity on the NYSE. Recent aggregated insider sales include one material block of 45,147 shares on 08/27/2025 that produced approximately $1.45M. Compared with the issuer's outstanding shares of 59,914,473, these sales represent a small percentage of float, suggesting limited direct dilution or market pressure. The representation that no undisclosed material adverse information exists is standard and reduces immediate governance concerns.

Corporate Governance Expert

TL;DR: Transactions appear to be compensatory and disclosed; governance signal is neutral but concentration of recent sales merits monitoring.

The securities to be sold were acquired via restricted stock vesting and paid as compensation, which is a common insider liquidity event. The seller disclosed multiple transactions in close succession, including a larger sale on 08/27/2025. While fully disclosed filings maintain regulatory compliance, clustered sales by insiders can sometimes reflect personal liquidity needs rather than company prospects. No allegation of undisclosed material information is made in this notice.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	3761	87572.63	59914473	09/16/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/11/2025	Restricted Stock Vesting	Issuer			3761	09/11/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Evan Roberts 1521 Concord Pike Suite 301 PMB 221 Wilmington DE 19803	Common	07/17/2025	1892	50867.93
Evan Roberts 1521 Concord Pike Suite 301 PMB 221 Wilmington DE 19803	Common	08/27/2025	45147	1445601.82
Evan Roberts 1521 Concord Pike Suite 301 PMB 221 Wilmington DE 19803	Common	08/28/2025	3400	110369.37

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What shares of PHR are planned for sale in this Form 144?

The notice reports a proposed sale of 3,761 common shares to be executed around 09/16/2025 via Fidelity on the NYSE.

How were the shares acquired that are being sold?

The shares were acquired on 09/11/2025 through restricted stock vesting and paid as compensation on the same date.

What insider sales have occurred recently for the same seller?

The seller reported three sales in the past three months: 1,892 shares on 07/17/2025 for $50,867.93; 45,147 shares on 08/27/2025 for $1,445,601.82; and 3,400 shares on 08/28/2025 for $110,369.37.

How large are these sales relative to Phreesia's outstanding shares?

The filing lists 59,914,473 shares outstanding; the proposed 3,761-share sale is a very small fraction of that total.

Does the filer state any undisclosed material information about Phreesia?

By signing the notice the person represents they do not know any material adverse information about the issuer that has not been publicly disclosed.