Phreesia (PHR) CFO tax-related sale of 3,829 shares disclosed

Rhea-AI Filing Summary

Phreesia, Inc.’s Chief Financial Officer Balaji Gandhi reported a small, tax-related share sale. On the reported date, he disposed of 3,829 shares of common stock at a weighted average price of $11.2635 per share. A footnote explains these were non-discretionary transactions under the company’s mandatory sell-to-cover policy to satisfy tax withholding on settling restricted stock units, rather than elective open‑market sales. After this activity, he directly held 146,740 shares.

Insights

Insider trading and corporate governance analyst

Routine, tax-driven sale with limited informational value for investors.

CFO Balaji Gandhi reported disposing of 3,829 shares of Phreesia, Inc. common stock at a weighted average price of $11.2635 per share. The filing states he retained 146,740 shares directly after the transaction, indicating only a small portion of his position was affected.

A key footnote clarifies these sales were non-discretionary, executed under a mandatory sell-to-cover policy tied to restricted stock unit settlement and related tax withholding obligations. Such tax-driven sales are mechanical compensation events rather than active portfolio decisions, so their timing typically carries weak signaling value.

The price range of $11.10 to $11.415 per share reflects execution across multiple trades, a common pattern in automated sell-to-cover programs. Future company filings may provide additional context if there are larger discretionary purchases or sales that materially change the CFO’s ownership level.

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^*

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)
03/25/2026

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	03/25/2026		S(1)		3,829	D	$11.2635(2)	146,740	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 $11.10 to $11.415 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.

	/s/ Alexis Lyons, as Attorney-in-Fact for Balaji Gandhi	03/27/2026
	** 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)

FAQ

What insider transaction did Phreesia (PHR) disclose for CFO Balaji Gandhi?

Phreesia disclosed that CFO Balaji Gandhi disposed of 3,829 shares of common stock at a weighted average price of $11.2635 per share. A filing footnote explains these were non-discretionary, tax-related sell-to-cover transactions tied to restricted stock unit settlement rather than elective open-market sales.

Why did Phreesia’s CFO sell 3,829 shares according to the Form 4 filing?

The sale of 3,829 Phreesia shares by the CFO was to cover tax withholding obligations from the settlement of restricted stock units. The filing states these were non-discretionary transactions executed under the company’s mandatory sell-to-cover policy, making them a routine compensation-related event.

How many Phreesia (PHR) shares does the CFO hold after this reported sale?

After the reported transaction, CFO Balaji Gandhi directly holds 146,740 shares of Phreesia common stock. This remaining position indicates the 3,829 shares sold for tax withholding represent a relatively small portion of his overall holdings disclosed in the Form 4 filing.

At what prices were the Phreesia shares sold in the CFO’s Form 4 transaction?

The weighted average sale price was $11.2635 per share, with individual trades executed between $11.10 and $11.415 per share. The filing notes the CFO will provide detailed breakdowns of the number of shares sold at each price within that range upon request.

Does the Phreesia CFO sale indicate a discretionary reduction of his stake in PHR?

The filing indicates the sale was not discretionary. It describes the 3,829-share disposition as part of a mandatory sell-to-cover policy for tax withholding tied to restricted stock unit settlement, suggesting a routine, compensation-driven event rather than a voluntary reduction in his investment position.

How significant is the 3,829-share sale for Phreesia’s CFO ownership level?

In the context of 146,740 shares directly held after the transaction, the 3,829 shares sold represent a small fraction of the CFO’s disclosed position. Combined with the tax-withholding explanation, this points to a routine administrative event rather than a major change in insider ownership.