Phreesia (PHR) Form 4: Board Member Receives New Equity Grant

Rhea-AI Filing Summary

Form 4 overview: On 06/25/2025 Phreesia, Inc. (ticker: PHR) director Lainie Goldstein reported the acquisition of 6,700 Restricted Stock Units (RSUs) at an indicated grant price of $27.61 per underlying share. Following the award, Goldstein now beneficially owns 48,555 shares of Phreesia common stock in direct ownership form.

Key grant terms:

• The RSUs were issued under the company’s 2019 Stock Option and Incentive Plan.
• Vesting occurs in full upon the earlier of (i) 25 June 2026 or (ii) the next annual shareholder meeting.
• The director elected to defer settlement under Phreesia’s Non-Employee Director Deferred Compensation Program; common stock will be delivered 90 days after she ceases board service and meets the Section 409A “separation from service” definition.

Observations: • The filing reflects a routine, plan-based equity grant—no shares were sold. • Beneficial ownership increases, albeit modestly, suggesting alignment of director incentives with shareholders. • No derivative securities were reported in Table II. • No other transactions, liabilities, or amendments were disclosed.

Positive

• Increase in insider ownership: Director Lainie Goldstein’s beneficial stake rises to 48,555 shares after receiving 6,700 RSUs.
• No insider selling: The filing reflects only an acquisition; there are no dispositions that could suggest negative sentiment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU grant; raises beneficial ownership, no sales, limited direct market impact.

The Form 4 details a standard non-derivative award of 6,700 RSUs to director Lainie Goldstein at an indicated $27.61 share value. Post-transaction ownership rises to 48,555 shares. Because the award vests in one tranche and settlement is deferred, there is no immediate share issuance pressure. The absence of sales indicates the transaction is not dilutive in the short term and does not signal insider pessimism. For investors, the filing is largely procedural and does not materially alter the investment thesis; however, incremental ownership may be viewed as modestly positive for alignment.

Corporate Governance Expert

TL;DR: Governance-aligned equity grant, standard deferred settlement, neutral impact.

The RSU award is issued under an existing shareholder-approved plan and follows prevailing governance practices for board compensation. Deferred settlement complies with Section 409A, supporting tax efficiency and long-term alignment. There are no red flags—no accelerated vesting, no performance waivers, and no related-party transactions disclosed. Given its routine nature and limited size relative to Phreesia’s market capitalization, the filing is classified as not materially impactful beyond routine governance disclosures.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Goldstein Lainie

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,700	$27.61	$185K

Holdings After Transaction: Common Stock — 48,555 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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 DE 19803

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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

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

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

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	06/25/2025		A		6,700(1)	A	$27.61	48,555	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. The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in full upon the earlier of (i) June 25, 2026 and (ii) the next annual meeting of the Issuer's stockholders. Director has elected to defer this grant pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Allison Hoffman by Power of Attorney for Lainie Goldstein	06/27/2025
	** 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.

FAQ

How many Phreesia (PHR) shares did Director Lainie Goldstein acquire?

6,700 Restricted Stock Units were granted on 06/25/2025.

What is the vesting schedule for the newly granted RSUs?

The RSUs vest in full on the earlier of June 25, 2026 or the next annual shareholder meeting.

What is Lainie Goldstein’s total beneficial ownership after the transaction?

She now owns 48,555 shares of Phreesia common stock.

Was any stock sold in this Form 4 filing?

No. The filing discloses only an acquisition; there were no dispositions.

When will the deferred RSU shares be delivered?

Common stock will be issued 90 days after the director ceases board service and meets Section 409A separation requirements.