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Phreesia (NYSE: PHR) CEO Chaim Indig Logs Mandatory 8,440-Share Tax Sell

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Phreesia, Inc.'s Chief Executive Officer and director Chaim Indig reported an automatic sale of company stock. On 01/08/2026, 8,440 shares of Phreesia common stock were sold at a weighted average price of $17.0071 per share, in multiple trades between $16.81 and $17.56. The filing explains that these were non-discretionary transactions under the company’s mandatory sell-to-cover policy, used to satisfy tax withholding obligations tied to the settlement of restricted stock units, rather than an open-market decision to reduce ownership.

Following this activity, Indig directly holds 1,374,168 shares of Phreesia common stock. In addition, 255,000 shares are held indirectly through the Indig Dynasty Trust, a family trust for the benefit of members of his immediate family.

Positive

  • None.

Negative

  • None.
Insider Indig Chaim
Role Chief Executive Officer
Sold 8,440 shs ($144K)
Type Security Shares Price Value
Sale Common Stock 8,440 $17.0071 $144K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,374,168 shares (Direct); Common Stock — 255,000 shares (Indirect, Indig Dynasty Trust)
Footnotes (1)
  1. These shares were disposed of in non-discretionary transactions pursuant to the Issuer's mandatory sell-to-cover policy to cover the holder's tax withholding obligations in connection with the settlement of an award of restricted stock units. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.81 to $17.56 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. These shares are held by a family trust of which the reporting person's sister-in-law is the investment advisor and distribution advisor. Members of the reporting person's immediate family are the sole beneficiaries of such trust.
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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*
Indig Chaim
(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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026
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 01/08/2026 S(1) 8,440 D $17.0071(2) 1,374,168 D
Common Stock 255,000 I Indig Dynasty Trust(3)
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. These shares were disposed of in non-discretionary transactions pursuant to the Issuer's mandatory sell-to-cover policy to cover the holder's tax withholding obligations in connection with the settlement of an award of restricted stock units.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.81 to $17.56 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. These shares are held by a family trust of which the reporting person's sister-in-law is the investment advisor and distribution advisor. Members of the reporting person's immediate family are the sole beneficiaries of such trust.
/s/ Allison Hoffman by Power of Attorney for Chaim Indig 01/12/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Phreesia (PHR) disclose in this filing?

The filing reports that Chief Executive Officer and director Chaim Indig disposed of 8,440 shares of Phreesia common stock on 01/08/2026.

At what price were the Phreesia (PHR) shares sold by the CEO?

The 8,440 shares were sold at a weighted average price of $17.0071 per share, in multiple trades ranging from $16.81 to $17.56 per share.

Why did Chaim Indig’s Phreesia (PHR) shares get sold in this transaction?

According to the filing, the shares were sold in non-discretionary transactions under the issuer’s mandatory sell-to-cover policy to cover tax withholding obligations from the settlement of restricted stock units.

How many Phreesia (PHR) shares does Chaim Indig own after this transaction?

After the reported sale, Chaim Indig directly owns 1,374,168 shares of Phreesia common stock, as stated in the filing.

What is the Indig Dynasty Trust’s interest in Phreesia (PHR) shares?

The filing shows an indirect holding of 255,000 shares of Phreesia common stock through the Indig Dynasty Trust, a family trust whose beneficiaries are members of the reporting person’s immediate family.

Was the Phreesia (PHR) CEO’s sale part of a discretionary trading decision?

No. The filing specifies that the sales were non-discretionary and carried out under a mandatory sell-to-cover policy to satisfy tax withholding linked to restricted stock unit settlement.