Small tax-related Phreesia (NYSE: PHR) officer share sales disclosed

Rhea-AI Filing Summary

Phreesia, Inc. principal accounting officer Yvonne Hui reported two small sales of company common stock. On January 14, 2026, she sold 365 shares at a weighted average price of $16.3589, and on January 15, 2026, she sold 379 shares at $16.17 per share. The filing explains that the first sale was a non-discretionary transaction under Phreesia’s mandatory sell-to-cover policy to satisfy tax withholding on vested restricted stock units. The later sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 16, 2025. After these transactions, Hui directly held 29,545 and then 29,166 shares of Phreesia common stock.

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^*

Hui Yvonne

(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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

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	01/14/2026		S(1)		365	D	$16.3589(2)	29,545	D
Common Stock	01/15/2026		S(3)		379	D	$16.17	29,166	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 $16.25 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.

3. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2025.

	/s/ Allison Hoffman as Attorney-in-Fact for Yvonne Hui	01/16/2026
	** 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

Who is the insider trading Phreesia (PHR) shares in this Form 4?

The Form 4 reports transactions by Yvonne Hui, who serves as Phreesia, Inc.’s Principal Accounting Officer. She is identified as an officer and not as a director or 10% owner.

How many Phreesia (PHR) shares did Yvonne Hui sell and on what dates?

Yvonne Hui sold 365 shares of Phreesia common stock on January 14, 2026 and 379 shares on January 15, 2026, as disclosed in Table I of the Form 4.

What prices did the Phreesia (PHR) insider transactions occur at?

The January 14, 2026 sale was executed at a weighted average price of $16.3589 per share, and the January 15, 2026 sale occurred at $16.17 per share. A footnote notes that the first sale involved multiple trades between $16.25 and $16.495 per share.

Why were some Phreesia (PHR) shares sold according to this Form 4?

A footnote explains that the January 14, 2026 sale of 365 shares was a non-discretionary transaction under Phreesia’s mandatory sell-to-cover policy to cover the holder’s tax withholding obligations related to the settlement of restricted stock units.

Was a Rule 10b5-1 trading plan used for the Phreesia (PHR) insider sale?

Yes. The filing states that one transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by Yvonne Hui on September 16, 2025, indicating a pre-arranged trading program.

How many Phreesia (PHR) shares did the insider hold after these transactions?

Following the January 14, 2026 sale, Yvonne Hui directly held 29,545 Phreesia common shares. After the January 15, 2026 sale, her direct holdings were 29,166 shares.