Phreesia CFO covers taxes with 25K share withholding

Phreesia, Inc. Chief Financial Officer Balaji Gandhi reported an automatic share disposition related to taxes, not an open-market trade.

Rhea-AI Filing Summary

Phreesia, Inc. Chief Financial Officer Balaji Gandhi reported an automatic share disposition related to taxes, not an open-market trade. On the settlement of restricted stock units, 25,382 shares of common stock were withheld by the company at $9.15 per share to cover tax withholding obligations. After this transaction, Gandhi directly holds 156,931 shares of Phreesia common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 25,382 shares

Exercise Price or Tax Liability 1 txn

Insider Gandhi Balaji

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	25,382	$9.15	$232K

Holdings After Transaction: Common Stock — 156,931 shares (Direct)

Footnotes (1)

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.

Key Figures

Shares withheld for taxes: 25,382 shares Withholding price per share: $9.15 per share Shares held after transaction: 156,931 shares +1 more

4 metrics

Shares withheld for taxes 25,382 shares Tax withholding on RSU settlement

Withholding price per share $9.15 per share Value used for tax-withholding disposition

Shares held after transaction 156,931 shares Direct common stock holdings after withholding

Tax-withholding transactions 1 transaction, 25,382 shares Summary of F-code tax-withholding events

Key Terms

restricted stock units, tax withholding obligations, Form 4, Chief Financial Officer

4 terms

restricted stock units financial

"in connection with the settlement of restricted stock units and does not represent"

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

"shares withheld by the Issuer to satisfy tax withholding obligations in connection"

Form 4 regulatory

"INSIDER FILING DATA (Form 4): {"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Chief Financial Officer financial

""officer_title": "Chief Financial Officer""

A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.

FAQ

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

What did Phreesia (PHR) CFO Balaji Gandhi report in this Form 4?

Phreesia CFO Balaji Gandhi reported that 25,382 common shares were withheld by the company to cover tax obligations arising from restricted stock units. This was an automatic tax-withholding event rather than a discretionary open-market sale or purchase by the executive.

Was Balaji Gandhi’s Phreesia (PHR) Form 4 transaction an open-market sale?

No. The filing shows 25,382 shares were withheld by Phreesia to satisfy tax withholding obligations tied to restricted stock unit settlement. The footnote explicitly states this does not represent a sale by Gandhi, making it a routine compensation-related event instead of a market trade.

How many Phreesia (PHR) shares does CFO Balaji Gandhi hold after this filing?

After the tax-withholding transaction, Balaji Gandhi directly holds 156,931 shares of Phreesia common stock. This figure, disclosed in the Form 4, reflects his remaining direct equity position following the automatic share withholding for restricted stock unit-related tax obligations.

What price per share is reported in Balaji Gandhi’s Phreesia (PHR) Form 4?

The Form 4 lists a price of $9.15 per share for the 25,382 withheld shares. This value is used in calculating the tax-withholding disposition connected to the settlement of restricted stock units and is not an open-market trading price chosen by the executive.

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

The filing shows 25,382 Phreesia common shares were withheld by the issuer to satisfy tax withholding obligations upon restricted stock unit settlement. This kind of transaction adjusts net shares delivered to the executive and is standard in equity-based compensation programs.

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

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Accepted by SEC EDGAR 04/13/2026 - 08:10 PM EDT 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).

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^*

Gandhi Balaji

(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)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026

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	04/09/2026		F		25,382(1)	D	$9.15	156,931	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.

	/s/ Allison Hoffman, as Attorney-in-Fact for Balaji Gandhi	04/13/2026
	** 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)