[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Phreesia insider sale under 10b5-1 plan. David Linetsky, President, Network Solutions, reported selling 17,445 shares of Phreesia common stock on 08/22/2025 at a weighted-average price of $29.7324 per share (sales ranged from $29.64 to $29.94). The filing states the sale was executed pursuant to a Rule 10b5-1 trading plan adopted January 15, 2025.

After the reported sale, Linetsky beneficially owned 174,002 shares directly and 9,717 shares indirectly through his spouse. The filing discloses the price range and offers to provide the breakdown of shares sold at each price on request, reflecting disclosure and compliance with SEC reporting rules.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-planned, non-opportunistic trading
• Detailed price disclosure including weighted-average price and per-share range ($29.64–$29.94) with offer to provide allocation on request
• Significant remaining insider ownership after the sale (174,002 direct shares plus 9,717 indirect)

Negative

• Insider sold 17,445 shares, reducing direct beneficial ownership (materiality depends on total outstanding shares, not provided)
• Filing does not disclose the number of shares sold at each price within the reported range without a follow-up request

Insights

Corporate Governance Expert

TL;DR: A pre-established 10b5-1 plan was used to sell a modest block of shares, maintaining significant remaining ownership.

The reported sale of 17,445 shares under a Rule 10b5-1 plan signals adherence to an established trading program, which helps mitigate concerns about opportunistic insider timing. Retaining 174,002 shares directly plus 9,717 indirectly means the reporting person continues to hold meaningful economic exposure to Phreesia, which is typically viewed as alignment with shareholder interests. The filing provides transparency by disclosing the weighted-average price and the per-share price range and offering to supply detailed allocation on request.

Securities Analyst

TL;DR: The transaction is routine insider liquidity under a pre-set plan and is not, on its face, materially adverse.

The sale reduced direct holdings by 17,445 shares; however, the remaining direct holding of 174,002 shares plus 9,717 indirect shares indicates continued insider exposure. The disclosure of the weighted-average sale price ($29.7324) and the specific price range ($29.64–$29.94) improves trade transparency. There is no indication in this Form 4 of unusual trading patterns or accelerated disposition beyond the 10b5-1 framework, so the immediate investor impact appears neutral absent additional context about company size or insider ownership concentration.

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).

X

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^*

Linetsky David

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Network Solutions

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		S(1)		17,445	D	$29.7324(2)	174,002	D
Common Stock								9,717	I	By Spouse

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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.64 to $29.94 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/ Allison Hoffman by Power of Attorney for David Linetsky	08/26/2025
	** 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.
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.

FAQ

What did Phreesia (PHR) reporting person David Linetsky do?

He sold 17,445 shares of Phreesia common stock on 08/22/2025 under a Rule 10b5-1 trading plan.

At what price were the PHR shares sold?

Weighted-average price $29.7324; individual sales ranged from $29.64 to $29.94 per share.

How many PHR shares does Linetsky own after the sale?

174,002 shares directly and 9,717 shares indirectly through his spouse following the reported transaction.

Was the sale part of an automated trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on January 15, 2025.

Does the Form 4 disclose exact per-trade allocations within the price range?

No. The form states shares were sold at prices within the range and offers to provide the breakdown upon request.