PHR Form 4: CEO Converts Bonus to 10,696 RSUs at $25.48
Rhea-AI Filing Summary
Chaim Indig, Chief Executive Officer and Director of Phreesia, Inc. (PHR), reported a non-derivative acquisition on 09/11/2025. The report shows 10,696 restricted stock units (RSUs) were granted and treated as acquired, representing awards in lieu of the CEO's cash bonus for the first half of the fiscal year ending January 31, 2026. The Reporting Person elected to convert the cash bonus into RSUs at 115% of the earned amount, using a per-share value of $25.48 (the closing share price on 09/11/2025). After the transaction the filing reports 1,262,099 shares directly beneficially owned and 255,000 shares indirectly held through the Indig Dynasty Trust. The RSU shares (net of tax-withholding sales) must be held until the earlier of the one-year anniversary of grant or a Sale Event. The Form 4 was signed by power of attorney on 09/15/2025.
Positive
- CEO converted cash bonus into equity, receiving 10,696 RSUs which aligns management incentives with shareholders
- Conversion premium of 115% increased the equity received compared with the cash bonus amount
- Grant valuation disclosed using the closing share price of $25.48 on 09/11/2025 adds transparency
- Substantial beneficial ownership reported: 1,262,099 shares direct plus 255,000 indirect in a family trust
Negative
- None.
Insights
TL;DR: Routine executive equity compensation converted from cash bonus, with standard holding restriction.
The filing documents the CEO's election to receive a cash bonus as RSUs at a premium conversion factor of 115%, creating alignment with shareholders through equity ownership. The one-year holding condition is a common retention feature and limits immediate sale following vesting. The reported direct and indirect holdings remain large in absolute terms, consistent with executive-level ownership disclosures. This disclosure is standard, transparent, and does not by itself indicate governance concerns.
TL;DR: Small incremental share issuance from RSU grant; immaterial to outstanding float.
The grant of 10,696 RSUs, valued at $25.48 per share on the grant date, represents a modest issuance relative to the CEO's total reported beneficial ownership of 1.517 million shares (direct plus indirect). The conversion at 115% increases the effective equity received versus cash value. There is no derivative activity reported and no sale disclosed, so immediate dilution and market impact are likely minimal. This appears to be routine compensation administration rather than a material capital event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 10,696 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent awards received in lieu of the Reporting Person's cash bonus earned for the first half of the fiscal year ending January 31, 2026 under the Issuer's Senior Executive Cash Incentive Bonus Plan. The Reporting Person elected to convert such cash bonus into RSUs representing 115% of the earned cash bonus amount. The number of RSUs granted is based on a per share value of $25.48, the closing price of the Issuer's common stock on September 11, 2025. The shares underlying these RSUs (excluding shares that are sold in non-discretionary transactions to cover taxes) must be held by the Reporting Person until the earlier of (i) the one-year anniversary of the grant date or (ii) a Sale Event (as defined in the Issuer's 2019 Stock Option and Incentive Plan). These shares are held by a family trust of which the reporting person's sister-in-law is the investment advisor and distribution advisor. Members of the reporting person's immediate family are the sole beneficiaries of such trust.
