Phreesia (PHR) CFO takes 35,573 fully vested RSUs instead of cash bonus

Rhea-AI Filing Summary

Gandhi Balaji reported acquisition or exercise transactions in this Form 4 filing.

Phreesia, Inc. Chief Financial Officer Balaji Gandhi received a grant of 35,573 shares of common stock on April 6, 2026 as a fully vested Restricted Stock Unit (RSU) award. These RSUs were granted in lieu of his cash bonus for the fiscal year ending January 31, 2026, with the number of RSUs based on a per share value of $9.15, the closing price of Phreesia’s common stock on the grant date. Following this award, Gandhi directly owns 182,313 shares of Phreesia common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gandhi Balaji

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	35,573	$0.00	--

Holdings After Transaction: Common Stock — 182,313 shares (Direct)

Footnotes (1)

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Key Figures

RSUs granted: 35,573 shares Per share value for RSUs: $9.15 Shares owned after grant: 182,313 shares +1 more

4 metrics

RSUs granted 35,573 shares Fully vested RSU award on April 6, 2026

Per share value for RSUs $9.15 Closing price of Phreesia common stock on April 6, 2026

Shares owned after grant 182,313 shares Direct holdings of CFO Balaji Gandhi following RSU grant

Bonus conversion uplift 115% RSUs represent 115% of earned cash bonus amount

Key Terms

Restricted Stock Units ("RSUs"), Senior Executive Cash Incentive Bonus Plan, closing price, cash bonus

4 terms

Restricted Stock Units ("RSUs") financial

"Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Senior Executive Cash Incentive Bonus Plan financial

"under the Issuer's Senior Executive Cash Incentive Bonus Plan."

closing price financial

"based on a per share value of $9.15, the closing price of the Issuer's common stock"

cash bonus financial

"awards received in lieu of the Reporting Person's cash bonus earned for the fiscal year"

Form 4 Insider Transactions: What Each Field Means →

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)
04/06/2026

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	04/06/2026		A		35,573	A	(1)	182,313	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 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 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 $9.15, the closing price of the Issuer's common stock on April 6, 2026.

	/s/ Allison Hoffman, as Attorney-in-Fact for Balaji Gandhi	04/08/2026
	** 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)