Phreesia (PHR) awards 45,000 RSUs to General Counsel & Secretary Hoffman

Rhea-AI Filing Summary

Phreesia, Inc. reported that its General Counsel & Secretary, Allison C. Hoffman, received an equity grant in the form of restricted stock units (RSUs). On 12/05/2025, she was awarded 45,000 RSUs of Phreesia common stock at a price of $0 per share under the Phreesia, Inc. 2019 Stock Option and Incentive Plan, increasing her directly held beneficial ownership to 180,737 shares.

The grant vests over four years based on continued service: 10% of the RSUs vest on December 5, 2026, 20% on December 5, 2027, 30% on December 5, 2028 and 40% on December 5, 2029. Each vested RSU will convert into one share of common stock, aligning a portion of the executive’s compensation with the company’s long-term performance. The award was approved by the Compensation Committee of the Board of Directors on October 1, 2025.

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

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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^*

Hoffman Allison C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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	12/05/2025		A		45,000(1)	A	$0	180,737	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 vest as follows: 10% of the RSUs shall vest on December 5, 2026, 20% of the RSUs shall vest on December 5, 2027, 30% of the RSUs shall vest on December 5, 2028 and 40% of the RSUs shall vest on December 5, 2029, subject to the Reporting Person's continued service to the Issuer through each vesting date. The grant of RSUs was approved by the Compensation Committee of the Board of Directors on October 1, 2025.

	/s/ Allison C. Hoffman	12/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity award did Phreesia (PHR) grant to its General Counsel?

Phreesia granted its General Counsel & Secretary, Allison C. Hoffman, an award of 45,000 restricted stock units (RSUs) of Phreesia common stock under the company’s 2019 Stock Option and Incentive Plan.

How do the 45,000 RSUs granted to Phreesia (PHR) executive vest?

The 45,000 RSUs vest in four tranches based on continued service: 10% on December 5, 2026, 20% on December 5, 2027, 30% on December 5, 2028 and 40% on December 5, 2029.

What does each RSU represent in the Phreesia (PHR) Form 4 filing?

Each RSU represents a contingent right to receive one share of Phreesia’s common stock, delivered as the RSUs vest according to the stated schedule.

What is the reported ownership of the Phreesia (PHR) executive after this RSU grant?

Following the reported transaction, Allison C. Hoffman beneficially owns 180,737 shares of Phreesia common stock in direct ownership form.

Who approved the RSU grant disclosed for Phreesia (PHR)?

The RSU grant was approved by the Compensation Committee of the Board of Directors on October 1, 2025, and the transaction date reported is December 5, 2025.

Does the Phreesia (PHR) Form 4 involve a cash purchase of shares?

No cash purchase is involved; the Form 4 reports an award of 45,000 RSUs at $0 per share as part of equity-based compensation.