Phreesia director granted 1,085 deferred stock units

Goldstein Lainie reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Goldstein Lainie reported acquisition or exercise transactions in this Form 4 filing.

Phreesia director Lainie Goldstein reported a routine equity award. Goldstein received 1,085 deferred stock units tied to Phreesia common stock at a reference price of $9.21 per share, in lieu of a quarterly cash retainer. After this grant, her directly held common stock position is reported at 51,195 shares.

Insider Trade Summary

Grant/Award: 1,085 shares

Grant/Award 1 txn

Insider Goldstein Lainie

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,085	$9.21	$10K

Holdings After Transaction: Common Stock — 51,195 shares (Direct)

Footnotes (1)

1. F1. Granted as a result of director's election to receive deferred stock units ("DSUs") in lieu of an annual cash retainer pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. The DSUs are awarded on the date such annual cash retainer would otherwise be payable (i.e., quarterly in arrears). Director shall receive underlying common stock 90 days after director ceases to serve as a member of the Board of Directors of the Issuer and incurs a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

Key Figures

Deferred stock units granted: 1,085 units Reference price per share: $9.21 per share Shares held after transaction: 51,195 shares +1 more

4 metrics

Deferred stock units granted 1,085 units Director fee election on common stock basis

Reference price per share $9.21 per share Value used for DSU grant on April 30, 2026

Shares held after transaction 51,195 shares Direct Phreesia common stock holdings post-grant

Transaction date April 30, 2026 Grant/award acquisition effective date

Key Terms

deferred stock units ("DSUs"), Non-Employee Director Deferred Compensation Program, separation from service, Section 409A of the Internal Revenue Code

4 terms

deferred stock units ("DSUs") financial

"Granted as a result of director's election to receive deferred stock units ("DSUs") in lieu of an annual cash retainer"

Non-Employee Director Deferred Compensation Program financial

"in lieu of an annual cash retainer pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program"

separation from service regulatory

"and incurs a "separation from service" within the meaning of Section 409A"

Section 409A of the Internal Revenue Code regulatory

"within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended"

FAQ

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

What insider transaction did Phreesia (PHR) director Lainie Goldstein report?

Lainie Goldstein reported receiving 1,085 deferred stock units tied to Phreesia common stock. The award represents board compensation in equity rather than cash, recorded at a reference price of $9.21 per share, and is a routine non-market transaction.

Was the Phreesia (PHR) director’s Form 4 transaction a market buy or sale?

The Form 4 shows an acquisition coded as a grant, not a market trade. Goldstein received 1,085 deferred stock units as compensation in lieu of cash fees, so no open-market buying or selling of Phreesia shares occurred in this transaction.

How many Phreesia (PHR) shares does Lainie Goldstein hold after this Form 4?

After the reported grant, Goldstein’s direct holdings are shown as 51,195 shares of Phreesia common stock. This figure reflects her position following the 1,085 deferred stock units award and provides scale for the size of this routine director compensation grant.

How is the Phreesia (PHR) director equity grant structured and when is stock delivered?

The award consists of deferred stock units granted instead of an annual cash retainer, issued quarterly in arrears. The underlying common stock is scheduled to be delivered 90 days after Goldstein ceases serving on Phreesia’s board and experiences a qualifying separation from service under Section 409A rules.

What is Phreesia (PHR)’s Non-Employee Director Deferred Compensation Program?

Under this program, non-employee directors can elect to receive deferred stock units in place of their cash retainers. These DSUs are awarded on the date the cash retainer would be paid and convert into common stock after the director leaves the board, following Section 409A requirements.

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

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Accepted by SEC EDGAR 05/04/2026 - 06:13 PM EDT Learn about SEC filing dates

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^*

Goldstein Lainie

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/30/2026		A		1,085(1)	A	$9.21	51,195	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Granted as a result of director's election to receive deferred stock units ("DSUs") in lieu of an annual cash retainer pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. The DSUs are awarded on the date such annual cash retainer would otherwise be payable (i.e., quarterly in arrears). Director shall receive underlying common stock 90 days after director ceases to serve as a member of the Board of Directors of the Issuer and incurs a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

	/s/ Allison Hoffman by Power of Attorney for Lainie Goldstein	05/04/2026
	** 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)