Phreesia Board Member Shows Confidence with Major Stock Award Acceptance

Rhea-AI Filing Summary

Phreesia director Gillian Munson has been granted 6,700 Restricted Stock Units (RSUs) on June 25, 2025, with a value of $27.61 per unit. Following this transaction, Munson now beneficially owns 44,174 shares directly.

Key terms of the RSU grant:

• Vesting occurs at the earlier of June 25, 2026 or the next annual stockholders' meeting
• Director has elected to defer the grant under the Non-Employee Director Deferred Compensation Program
• Common stock will be received either 90 days after board service termination or 5 years from grant date

The RSUs were issued under the company's 2019 Stock Option and Incentive Plan, with each unit representing the right to receive one share of common stock. The filing was signed by Allison Hoffman as attorney-in-fact for Gillian Munson.

Insider Trade Summary

Net Buyer: 6,700 shares

Net Buy 1 txn

Insider Munson Gillian

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,700	$27.61	$185K

Holdings After Transaction: Common Stock — 44,174 shares (Direct)

Footnotes (1)

1. F1. The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in full upon the earlier of (i) June 25, 2026 and (ii) the next annual meeting of the Issuer's stockholders. Director has elected to defer this grant pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. Director shall receive underlying common stock on the earlier of (a) 90 days after director ceases to serve as a member of the Board of Directors of the Issuer and incurs 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 (b) five years from the date of grant of the deferred RSUs.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/27/2025 - 05:36 PM Learn about SEC filing dates

FAQ

How many PHR shares did Gillian Munson acquire on June 25, 2025?

Gillian Munson acquired 6,700 Restricted Stock Units (RSUs) of Phreesia (PHR) at a price of $27.61 per share on June 25, 2025.

When will Gillian Munson's PHR RSUs vest?

The RSUs will vest in full upon the earlier of (i) June 25, 2026 or (ii) the next annual meeting of Phreesia's stockholders.

How many PHR shares does Gillian Munson own after the June 25, 2025 transaction?

Following the reported transaction, Gillian Munson beneficially owns 44,174 shares of Phreesia (PHR) stock directly.

When will Gillian Munson receive the underlying PHR common stock for these RSUs?

Due to participation in Phreesia's Non-Employee Director Deferred Compensation Program, Munson will receive the underlying common stock on the earlier of: (a) 90 days after ceasing to serve as a Board member and separating from service, or (b) five years from the RSU grant date.

What is Gillian Munson's role at PHR?

Gillian Munson serves as a Director on Phreesia's Board of Directors, as indicated by the 'X' marked under the Director relationship field in the Form 4 filing.

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)
06/25/2025

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	06/25/2025		A		6,700(1)	A	$27.61	44,174	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. The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in full upon the earlier of (i) June 25, 2026 and (ii) the next annual meeting of the Issuer's stockholders. Director has elected to defer this grant pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. Director shall receive underlying common stock on the earlier of (a) 90 days after director ceases to serve as a member of the Board of Directors of the Issuer and incurs 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 (b) five years from the date of grant of the deferred RSUs.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Allison Hoffman as Attorney-in-Fact for Gillian Munson	06/27/2025
	** 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.