Phreesia counsel sells 6,662 shares at $10.08

Phreesia’s General Counsel reported tax-related share withholding and a planned Rule 10b5-1 sale totaling 14,063 shares of common stock.

Rhea-AI Filing Summary

Phreesia, Inc. (PHR) reported that its General Counsel & Secretary, Allison C. Hoffman, made equity-related transactions in the company’s common stock. On September 18, 2026, 7,401 shares were withheld by Phreesia at $10.42 per share to satisfy tax withholding obligations tied to the settlement of restricted stock units, which the company states does not represent a sale by Ms. Hoffman.

On September 21, 2026, Ms. Hoffman sold 6,662 shares of common stock at $10.08 per share in a transaction described as a sale in the open market or a private transaction. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Ms. Hoffman on December 19, 2025.

Insider Trade Summary 10b5-1

Net Seller: 6,662 shares

Net Sell 2 txns

Insider Hoffman Allison C

Role General Counsel & Secretary

Sold 6,662 shs ($67K)

Type	Security	Shares	Price	Value
Sale	Common Stock F2	6,662	$10.08	$67K
Tax Withholding	Common Stock F1	7,401	$10.42	$77K

Holdings After Transaction: Common Stock — 266,574 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of restricted stock units and does not represent a sale by the Reporting Person.
2. F2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 19, 2025.

Key Figures

Shares sold: 6,662 shares Sale price per share: $10.08 per share Shares withheld for taxes: 7,401 shares +3 more

6 metrics

Shares sold 6,662 shares Common stock sale on September 21, 2026 by General Counsel & Secretary

Sale price per share $10.08 per share Price for 6,662-share sale on September 21, 2026

Shares withheld for taxes 7,401 shares Withheld on September 18, 2026 to satisfy tax withholding obligations

Tax withholding value per share $10.42 per share Value used for 7,401-share tax withholding on September 18, 2026

Total shares in reported transactions 14,063 shares Combined shares from tax withholding and sale reported in this Form 4

Rule 10b5-1 plan adoption date December 19, 2025 Plan under which the September 21, 2026 sale of 6,662 shares was effected

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax withholding obligations, open market or private transaction

4 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"in connection with the settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"to satisfy tax withholding obligations in connection with the settlement"

open market or private transaction financial

"Sale in open market or private transaction"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Phreesia (PHR) disclose for Allison C. Hoffman?

The filing reports 7,401 shares withheld on September 18, 2026 for tax withholding obligations related to restricted stock units and a sale of 6,662 shares on September 21, 2026 at $10.08 per share under a Rule 10b5-1 trading plan.

Was the Phreesia (PHR) insider sale by Allison C. Hoffman under a Rule 10b5-1 plan?

Yes. Phreesia states that the September 21, 2026 sale of 6,662 shares at $10.08 per share by Allison C. Hoffman was effected pursuant to a Rule 10b5-1 trading plan adopted on December 19, 2025.

How many Phreesia (PHR) shares were withheld for taxes in this Form 4?

The company reports that 7,401 shares of Phreesia common stock were withheld to satisfy tax withholding obligations in connection with the settlement of restricted stock units at a value of $10.42 per share, and clarifies this does not represent a sale by the insider.

What role does the reporting person hold at Phreesia (PHR)?

The reporting person, Allison C. Hoffman, is identified as Phreesia’s General Counsel & Secretary, and the Form 4 details her transactions in Phreesia’s common stock on September 18 and 21, 2026.

What total number of Phreesia (PHR) shares are involved in Allison C. Hoffman’s reported transactions?

The filing covers 14,063 shares of Phreesia common stock in total: 7,401 shares withheld for tax obligations related to restricted stock units and 6,662 shares sold under a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 04:26 PM Accepted by SEC EDGAR 09/22/2026 - 04:26 PM Learn about SEC filing dates

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^*

Hoffman Allison C

(Last) (First) (Middle)

C/O PHREESIA

1521 CONCORD PIKE, SUITE 301 PMB 221

(Street)

WILMINGTON DELAWARE 19803

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/18/2026		F		7,401(1)	D	$10.42	273,236	D
Common Stock	09/21/2026		S		6,662(2)	D	$10.08	266,574	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. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of restricted stock units and does not represent a sale by the Reporting Person.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 19, 2025.

	/s/ Allison C. Hoffman	09/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)