[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Weintraub, a director of Phreesia, Inc. (PHR), reported multiple transactions on 08/25/2025 under a Rule 10b5-1 trading plan. The filing shows a sale of 10,000 shares of common stock at $30.00 per share, reducing his direct holdings, and two option-related acquisitions: exercise/receipt of 3,113 shares tied to an $8.03 stock option and 6,887 shares tied to a $4.71 stock option. After these transactions his reported beneficial ownership totals 165,116 shares, including indirect holdings of 30,795 shares through a 2023 Qualified Annuity Trust and 6,703 shares through a Weintraub Family 2017 Irrevocable Trust.

The Form 4 states the trades were effected pursuant to a 10b5-1 plan adopted January 6, 2025, and notes one option is fully vested and exercisable. The filing was signed by a power of attorney on 08/27/2025.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating preplanned, compliant insider trading
• Exercise of vested options resulting in acquisition of 10,000 shares (3,113 at $8.03 and 6,887 at $4.71), increasing stock ownership at low strike prices
• Detailed disclosure of indirect trust holdings (30,795 and 6,703 shares), improving transparency about beneficial ownership

Negative

• Sale of 10,000 shares at $30.00 reduced direct holdings and represents insider liquidity
• Net change in direct holdings is ambiguous because concurrent sale and exercise transactions offset one another, which may complicate simple interpretation of insider sentiment

Insights

Financial Analyst

TL;DR: Director sold 10,000 shares and executed options to acquire 10,000 shares under a 10b5-1 plan; net holdings modestly changed.

The report documents a contemporaneous sale and option exercises executed under a Rule 10b5-1 plan, a common mechanism for preplanned insider trades that can reduce timing risk. The sale of 10,000 shares at $30.00 generated proceeds but was offset by acquisitions of 10,000 shares via option exercises at $8.03 and $4.71, respectively. Beneficial ownership remains concentrated with direct and trust holdings totaling 165,116 shares, indicating continued alignment with shareholder interests. No new derivatives exposure was created beyond option exercises already vested.

Corporate Governance Expert

TL;DR: Transactions were executed under an established 10b5-1 plan, suggesting procedural compliance but still notable insider activity.

The filing explicitly identifies a 10b5-1 plan adopted January 6, 2025, and includes a POA signature, which points to formal governance processes for insider trading compliance. The disclosure of indirect trust holdings provides transparency on control. While the sale is material in absolute share count, the filing does not indicate any unusual timing or governance concerns beyond routine insider liquidity and option exercise activity.

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).

X

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^*

Weintraub Michael

(Last) (First) (Middle)

C/O PHREESIA, INC.

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)
08/25/2025

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	08/25/2025		S(1)		10,000	D	$30	158,229	D
Common Stock	08/25/2025		M(1)		3,113	A	$8.03	161,342	D
Common Stock	08/25/2025		M(1)		6,887	A	$4.71	165,116	D
Common Stock								30,795	I	Michael Weintraub 2023 Qualified Annuity Trust
Common Stock								6,703	I	Weintraub Family 2017 Irrevocable Trust

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
Stock Option (Right to Buy)	$8.03	08/25/2025		M(1)			3,113	(2)	03/26/2029	Common Stock	3,113	$0	10,540	D
Stock Option (Right to Buy)	$4.71	08/25/2025		M(1)			6,887	(2)	02/29/2028	Common Stock	6,887	$0	0	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 6, 2025.

2. This option is fully vested and exercisable as of the date hereof.

	/s/ Allison Hoffman by Power of Attorney for Michael Weintraub	08/27/2025
	** 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.
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FAQ

What did Phreesia director Michael Weintraub report on Form 4 (PHR)?

He reported a sale of 10,000 shares at $30.00 and the acquisition of 3,113 shares via an $8.03 option and 6,887 shares via a $4.71 option, all dated 08/25/2025.

Were the trades executed under a trading plan for Michael Weintraub?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted January 6, 2025.

How many shares does Michael Weintraub beneficially own after the reported transactions?

The filing reports total beneficial ownership of 165,116 shares, including direct and specified indirect holdings.

Are any of the reported options vested and exercisable?

Yes. The filing notes that one option is fully vested and exercisable as of the filing date.

What indirect holdings does Weintraub disclose?

He discloses 30,795 shares held by the Michael Weintraub 2023 Qualified Annuity Trust and 6,703 shares held by the Weintraub Family 2017 Irrevocable Trust.