Phreesia director granted 744 deferred stock shares

Phreesia, Inc. director Gillian Munson received 744 shares of common stock on January 30, 2026, recorded at a price of $13.43 per share.

Rhea-AI Filing Summary

Phreesia, Inc. director Gillian Munson received 744 shares of common stock on January 30, 2026, recorded at a price of $13.43 per share. This grant resulted from her election to receive deferred stock units instead of an annual cash retainer under the company’s Non-Employee Director Deferred Compensation Program.

Following this transaction, she beneficially owned 45,729 shares of Phreesia common stock in direct form. The underlying common stock from these deferred stock units will be delivered either 90 days after she leaves the board and has a separation from service, or five years from the grant date.

Insider Trade Summary

Grant/Award: 744 shares

Grant/Award 1 txn

Insider Munson Gillian

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	744	$13.43	$10K

Holdings After Transaction: Common Stock — 45,729 shares (Direct)

Footnotes (1)

1. F1. Granted as a result of director's election to receive deferred stock units ("DSUs") in lieu of an annual cash retainer pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. The DSUs are awarded on the date such annual cash retainer would otherwise be payable (i.e., quarterly in arrears). Director shall receive underlying common stock on the earlier of (i) 90 days after ceasing to serve as a member of the Board of Directors of the Issuer and incurring a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, or (ii) five years from the date of grant of the DSUs.

FAQ

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What did Phreesia (PHR) director Gillian Munson report in this Form 4 filing?

Gillian Munson reported the acquisition of 744 shares of Phreesia common stock on January 30, 2026. The shares were granted as deferred stock units in lieu of her annual cash retainer under the Non-Employee Director Deferred Compensation Program.

At what price were the 744 Phreesia (PHR) shares credited to Gillian Munson?

The 744 shares of Phreesia common stock were credited at $13.43 per share. This price reflects the value used to convert her elected deferred cash retainer into deferred stock units under the company’s Non-Employee Director Deferred Compensation Program.

How many Phreesia (PHR) shares does Gillian Munson own after this reported transaction?

After this transaction, Gillian Munson beneficially owns 45,729 shares of Phreesia common stock. These shares are reported as directly owned, reflecting her holdings following the January 30, 2026 deferred stock unit-related grant.

Why did Gillian Munson receive Phreesia (PHR) deferred stock units instead of cash?

She elected to receive deferred stock units in lieu of an annual cash retainer under Phreesia’s Non-Employee Director Deferred Compensation Program. This program allows non-employee directors to convert quarterly cash retainers into stock-based compensation paid at a later date.

When will the deferred stock units for Phreesia (PHR) director Gillian Munson convert into common stock?

The deferred stock units will convert into underlying common stock on the earlier of two dates: 90 days after she ceases serving on the board and has a separation from service, or five years from the grant date of the deferred stock units.

What role does Gillian Munson hold at Phreesia (PHR) according to this Form 4?

According to the Form 4, Gillian Munson serves as a director of Phreesia. The reported transaction reflects director compensation structured as deferred stock units instead of a cash retainer under the company’s non-employee director program.

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Accepted by SEC EDGAR 02/02/2026 - 05:20 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).

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^*

Munson Gillian

(Last) (First) (Middle)

C/O PHREESIA, INC.

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		A		744(1)	A	$13.43	45,729	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. Granted as a result of director's election to receive deferred stock units ("DSUs") in lieu of an annual cash retainer pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. The DSUs are awarded on the date such annual cash retainer would otherwise be payable (i.e., quarterly in arrears). Director shall receive underlying common stock on the earlier of (i) 90 days after ceasing to serve as a member of the Board of Directors of the Issuer and incurring a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, or (ii) five years from the date of grant of the DSUs.

	/s/ Allison Hoffman as Attorney-in-Fact for Gillian Munson	02/02/2026
	** 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.
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