Insider at Phreesia (PHR) sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Phreesia, Inc. SVP of Human Resources Amy Beth VanDuyn reported two small sales of company common stock, both tied to tax withholding on equity compensation. On January 15, 2026, she sold 687 shares of Phreesia common stock at a weighted average price of $16.3795 per share, leaving her with 159,551 shares owned directly. On January 16, 2026, she sold an additional 2,202 shares at a weighted average price of $16.3568 per share, after which she directly owned 157,349 shares.

The filing explains that these shares were disposed of in non-discretionary transactions under Phreesia’s mandatory sell-to-cover policy, used to satisfy the holder’s tax withholding obligations upon settlement of restricted stock unit awards. The reported prices reflect weighted averages for multiple trades executed within price ranges stated in the footnotes.

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^*

VanDuyn Amy Beth

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		S(1)		687	D	$16.3795(2)	159,551	D
Common Stock	01/16/2026		S(1)		2,202	D	$16.3568(3)	157,349	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. 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 $16.185 to $16.49 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.14 to $16.495 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.

	/s/ Allison Hoffman by Power of Attorney for Amy VanDuyn	01/20/2026
	** 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.

FAQ

What insider transaction did Phreesia (PHR) report for Amy Beth VanDuyn?

The filing reports that Amy Beth VanDuyn, SVP of Human Resources at Phreesia, Inc., sold common stock in two transactions on January 15, 2026 and January 16, 2026, both related to tax withholding on restricted stock units.

How many Phreesia (PHR) shares did Amy Beth VanDuyn sell and at what prices?

On January 15, 2026, she sold 687 shares of common stock at a weighted average price of $16.3795 per share. On January 16, 2026, she sold 2,202 shares at a weighted average price of $16.3568 per share.

Why were the Phreesia (PHR) shares sold by Amy Beth VanDuyn?

The footnotes state that the shares were disposed of in non-discretionary transactions under Phreesia’s mandatory sell-to-cover policy to cover the holder’s tax withholding obligations arising from the settlement of restricted stock unit awards.

How many Phreesia (PHR) shares does Amy Beth VanDuyn hold after these transactions?

After the January 16, 2026 transaction, Amy Beth VanDuyn beneficially owned 157,349 shares of Phreesia common stock directly, as reported in the filing.

Were the reported Phreesia (PHR) sale prices single trades or averages?

The filing notes that the reported prices are weighted average prices. The January 15, 2026 sale was executed in multiple trades between $16.185 and $16.49 per share, and the January 16, 2026 sale in trades between $16.14 and $16.495 per share.

Does Amy Beth VanDuyn hold Phreesia (PHR) shares directly or indirectly?

The transactions are reported as direct ownership (coded "D"), and no footnote indicates that the shares are held by a separate entity or that she disclaims beneficial ownership.