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

Corporate Governance Expert

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.

Securities Analyst

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.

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

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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^*

Indig Chaim

(Last) (First) (Middle)

C/O PHREESIA

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		A		10,696	A	(1)	1,262,099	D
Common Stock								255,000	I	Indig Dynasty Trust(2)

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 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).

2. 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.

	/s/ Allison Hoffman by Power of Attorney for Chaim Indig	09/15/2025
	** 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.
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FAQ

What did Phreesia CEO Chaim Indig acquire on Form 4 (PHR)?

The CEO acquired 10,696 restricted stock units (RSUs) reported as of 09/11/2025.

How were the RSUs for Chaim Indig funded or calculated?

The RSUs were issued in lieu of a cash bonus for H1 of fiscal 2026; the Reporting Person elected conversion at 115% of the earned cash bonus, priced at $25.48 per share.

What total shares does Chaim Indig beneficially own after the reported transaction?

The filing reports 1,262,099 shares directly beneficially owned and 255,000 shares indirectly held by the Indig Dynasty Trust.

Are there any restrictions on the RSU shares received by Chaim Indig?

Yes. Except for shares sold non-discretionarily to cover taxes, the RSU shares must be held until the earlier of the one-year anniversary of grant or a Sale Event.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/15/2025 by Allison Hoffman by power of attorney for Chaim Indig.