[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wayfair Inc. (Symbol: W) has filed a Form 144 indicating an intent to sell 60,000 Class A shares through Fidelity Brokerage Services on or about 07/21/2025. At the 07/18/2025 reference price (implicit in the filing) the block is valued at $3.36 million, equal to roughly 0.06 % of the 103.7 million shares outstanding. The shares were originally acquired on 01/01/2002 as founder stock and will be sold on the NYSE.

• The filing also discloses recent insider dispositions totaling 342,000 shares between 05/12/2025 and 07/10/2025 by co-founder Steven K. Conine and the Conine Family Foundation, generating approximately $16.7 million in gross proceeds.
• No purchases or offsetting insider buys are reported in the period.
• The signer attests to possessing no undisclosed material adverse information and, if applicable, compliance with Rule 10b5-1 plans.

The notice signals continued insider selling pressure, although the proposed sale is modest relative to total float. Investors may monitor whether this trend persists and how the market assimilates the additional supply.

Insights

Equity Analyst

TL;DR: Founder plans another $3.4 m sale after $16.7 m sold; signals continued insider supply.

The filing reveals a fresh 60 k-share sale by a Wayfair insider, likely co-founder Steven K. Conine, following a series of 342 k shares already sold in the prior three months. Cumulatively, insiders have liquidated roughly 0.33 % of outstanding shares since May. While the new block is small (0.06 % of SO), persistent selling can weigh on sentiment, especially as Wayfair remains in a turnaround phase. No information suggests the cash is for tax withholding or charitable purposes, so the market may read this as opportunistic profit-taking. Absent counter-balancing insider buys, the pattern skews negative for near-term share supply-demand dynamics.

Corporate Governance Specialist

TL;DR: Repeated sales raise governance & alignment questions.

Founders’ sales are permissible, yet consecutive disposals—over $20 m including the proposed block—can erode investor confidence in management’s long-term alignment. The filing does not state reliance on a pre-arranged 10b5-1 plan, reducing transparency. Although the absolute percentage is low, persistent trends often precede governance scrutiny. I view the development as modestly negative until clearer rationale or buybacks offset insider divestiture.

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).

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)
07/17/2025

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	07/17/2025		S(1)		465	D	$26.8858(2)	29,816	D
Common Stock	07/18/2025		S(3)		626	D	$26.23	29,190	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 $26.38 to $27.29 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 July 16, 2024.

	/s/ Allison Hoffman as Attorney-in-Fact for Yvonne Hui	07/21/2025
	** 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

How many Wayfair (W) shares are insiders proposing to sell?

The Form 144 covers 60,000 Class A shares, valued at about $3.36 million.

When is the planned sale date for the 60,000 shares?

The filing lists an approximate sale date of 07/21/2025 on the NYSE.

What percentage of Wayfair’s outstanding shares does the proposed sale represent?

Roughly 0.06 % of the 103.7 million shares outstanding.

How much have Wayfair insiders sold in the last three months?

The filing details 342,000 shares sold between 05/12/2025 and 07/10/2025, generating about $16.7 million.

Who conducted the recent sales disclosed in the filing?

Sales were made by Steven K. Conine, Wayfair’s co-founder, and the Conine Family Foundation.

Is the sale being executed under a Rule 10b5-1 plan?

The form leaves the 10b5-1 adoption date blank, so no plan is confirmed in this filing.