Phreesia corrects Linetsky tax-withholding entries

Q: How many PHR shares were withheld for tax obligations?

The issuer withheld 35 common shares in each of two entries to satisfy tax withholding obligations connected with RSU settlements involving shares held indirectly by David Linetsky's spouse.

An administrative error delayed distribution of shares tied to the spouse of Phreesia's President, Network Solutions until October 22, 2026.

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Form Type

4/A

Rhea-AI Filing Summary

Phreesia, Inc. President, Network Solutions David Linetsky reported two indirect common-stock tax-withholding dispositions involving shares held by his spouse: the issuer withheld 35 shares in each entry on October 22, 2026, to satisfy tax obligations from RSU settlements. The listed $9.15 and $10.35 per-share amounts reflect closing prices on the scheduled vesting dates of June 15 and September 15, 2026, respectively; an administrative error delayed distribution until October 22. Linetsky reported 419,694 common shares held directly.

Insider Trade Summary

Tax Withholding: 70 shares

Tax Withholding 3 txns

Insider Linetsky David

Role President, Network Solutions

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock ^{F1, F2, F3}	35	$9.15	$320.25
Tax Withholding	Common Stock ^{F1, F2, F4}	35	$10.35	$362.25
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 22,197 shares (Indirect, By Spouse); Common Stock — 419,694 shares (Direct)

Footnotes (4)

F1. This transaction was originally reported in a Form 4 filed on October 26, 2026, which contained an error in the transaction code in Column 3. This transaction is being re-reported in order to correct the transaction code in Column 3 and to provide explanatory footnotes.
F2. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of RSUs and does not represent a sale by the Reporting Person's spouse.
F3. Reflects closing price of the Issuer's common stock on June 15, 2026, the scheduled vesting date. Due to an administrative error, the shares were distributed on October 22, 2026.
F4. Reflects closing price of the Issuer's common stock on September 15, 2026, the scheduled vesting date. Due to an administrative error, the shares were distributed on October 22, 2026.

Key Figures

Shares withheld, June vesting entry: 35 shares Closing price at scheduled vesting: $9.15 per share Shares withheld, September vesting entry: 35 shares +2 more

5 metrics

Shares withheld, June vesting entry 35 shares Indirectly held by spouse; issuer withholding for RSU tax obligations; scheduled vesting June 15, 2026

Closing price at scheduled vesting $9.15 per share June 15, 2026 scheduled vesting date

Shares withheld, September vesting entry 35 shares Indirectly held by spouse; issuer withholding for RSU tax obligations; scheduled vesting September 15, 2026

Closing price at scheduled vesting $10.35 per share September 15, 2026 scheduled vesting date

Direct common shares held 419,694 shares Reported October 22, 2026

Key Terms

RSUs, tax withholding obligations, scheduled vesting date

3 terms

RSUs financial

"settlement of RSUs"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

"satisfy tax withholding obligations"

scheduled vesting date financial

"the scheduled vesting date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PHR shares were withheld for tax obligations?

The issuer withheld 35 common shares in each of two entries to satisfy tax withholding obligations connected with RSU settlements involving shares held indirectly by David Linetsky's spouse.

Why was the PHR transaction re-reported?

The transaction was re-reported to correct an error in the transaction code and provide explanatory footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/27/2026 - 09:20 PM EDT Accepted by SEC EDGAR 10/27/2026 - 09:20 PM EDT

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Linetsky David

(Last)

(First)

(Middle)

C/O PHREESIA

1521 CONCORD PIKE, SUITE 301 PMB 221

(Street)

WILMINGTON

DELAWARE

19803

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Phreesia, Inc. [ PHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Network Solutions

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/26/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/22/2026		F⁽¹⁾		35⁽²⁾	D	$9.15⁽³⁾	22,232	I	By Spouse
Common Stock	10/22/2026		F⁽¹⁾		35⁽²⁾	D	$10.35⁽⁴⁾	22,197	I	By Spouse
Common Stock								419,694	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was originally reported in a Form 4 filed on October 26, 2026, which contained an error in the transaction code in Column 3. This transaction is being re-reported in order to correct the transaction code in Column 3 and to provide explanatory footnotes.

2. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of RSUs and does not represent a sale by the Reporting Person's spouse.

3. Reflects closing price of the Issuer's common stock on June 15, 2026, the scheduled vesting date. Due to an administrative error, the shares were distributed on October 22, 2026.

4. Reflects closing price of the Issuer's common stock on September 15, 2026, the scheduled vesting date. Due to an administrative error, the shares were distributed on October 22, 2026.

	/s/ Allison Hoffman by Power of Attorney for David Linetsky	10/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR