PHR Form 144: Insider sold 45,147 shares recently; 3,400-share sale planned

Rhea-AI Filing Summary

Phreesia, Inc. insider filings show a proposed sale under Rule 144 of 3,400 common shares through Fidelity Brokerage Services, with an aggregate market value of $110,369.37 and an approximate sale date of 08/28/2025 on the NYSE. The securities to be sold were acquired via restricted stock vesting on 01/14/2024 and 01/15/2024 as compensation, totaling 2,306 and 1,094 shares respectively. The notice also discloses two prior sales by the same person within the past three months: 1,892 shares on 07/17/2025 for $50,867.93 and a larger sale of 45,147 shares on 08/27/2025 for $1,445,601.82. The filer affirms no undisclosed material adverse information.

Positive

• Compliance: The filer submitted a formal Rule 144 notice detailing the proposed sale and acquisition history
• Clear acquisition source: Shares to be sold were acquired via restricted stock vesting and recorded as compensation

Negative

• Concentrated recent selling: The filer reported a large prior sale of 45,147 shares for $1,445,601.82 on 08/27/2025, which may attract investor scrutiny
• Potential signaling: Multiple sales in a short period could be interpreted by market participants as increased insider liquidity

Insights

Securities Analyst

TL;DR: Insider proposes to sell 3,400 shares (worth ~$110k) after recent substantial dispositions, raising monitoring interest but not necessarily a material company event.

The filing documents a compliant Rule 144 notice for 3,400 common shares to be executed through Fidelity on 08/28/2025, acquired via restricted stock vesting in January 2024 and recorded as compensation. Material context comes from the recent dispositions: 1,892 shares for $50,867.93 on 07/17/2025 and a much larger 45,147-share sale for $1,445,601.82 on 08/27/2025. For investors, the sequence of sales increases disclosure relevance; however, based solely on this filing there is no company financial information or allegations of misconduct. This is primarily a liquidity event by the holder registered under Rule 144.

Corporate Governance Expert

TL;DR: Filing appears procedurally complete and the signer certifies absence of undisclosed material information; prior large sale merits governance attention.

The Form 144 indicates the seller received the shares as compensation via restricted stock vesting and is following the required notice procedures for sale on the NYSE. The seller’s certification that they lack undisclosed material information is standard and important for compliance. Governance teams would note the proximate large sale of 45,147 shares the day before the proposed sale date, which could prompt internal review of trading plans, blackout periods, or Rule 10b5-1 arrangements if applicable. The filing contains no evidence of regulatory or disclosure breaches.

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	3400	110369.37	59504269	08/28/2025	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	01/15/2024	Restricted Stock Vesting	Issuer			2306	01/15/2024	Compensation
Common	01/14/2024	Restricted Stock Vesting	Issuer			1094	01/14/2024	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

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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 does Phreesia (PHR) Form 144 filed here disclose?

The notice discloses a proposed sale of 3,400 common shares valued at $110,369.37, to be sold on 08/28/2025 through Fidelity on the NYSE, and shows acquisition by restricted stock vesting in January 2024.

Who sold shares according to this filing?

The filing references sales by Evan Roberts in the past three months, including 1,892 shares on 07/17/2025 and 45,147 shares on 08/27/2025.

Were the shares acquired as compensation or purchased?

The securities to be sold were acquired via restricted stock vesting on 01/14/2024 and 01/15/2024 and are listed as compensation.

Does the filing state the seller has undisclosed material information?

No; the signer represents by signature that they do not know any material adverse information about the issuer that has not been publicly disclosed.

On which exchange will the proposed sale occur?

The proposed sale is listed for the NYSE and will be executed via Fidelity Brokerage Services LLC.