[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

NVIDIA Corp (NVDA) ‒ Form 144 filed for CEO Jensen Huang

The notice covers a planned sale of 75,000 common shares through Charles Schwab on, or after, 21-Jul-2025. At the reference price used in the filing, the block is valued at roughly $12.93 million. The shares were obtained via option exercise on 08-Sep-2023 and will be sold on Nasdaq. NVIDIA reports 24.4 billion shares outstanding, so the proposed sale represents about 0.06 % of the float.

The form also discloses extensive recent insider activity: from 20-Jun-2025 to 18-Jul-2025, Huang executed 20 trades totaling 1.425 million shares (50-75 k per day) for aggregate gross proceeds of roughly $228 million. The filing reiterates that the insider possesses no undisclosed material information and may be acting under a Rule 10b5-1 trading plan.

Although the percentage of total shares is small, the continued cadence of CEO sales can influence sentiment and will be tracked closely by investors watching insider-ownership trends.

Positive

• None.

Negative

• Continued insider selling: CEO Jensen Huang has already liquidated 1.425 M shares (~$228 M) in the past month and plans to divest another 75 k shares, which may pressure sentiment.

Insights

Securities Analyst

TL;DR: Regular-sized sale by CEO; cadence of insider selling may weigh on optics but is immaterial to float.

The additional 75 k-share sale is minor versus NVIDIA’s multi-billion-share base. However, cumulative sales of 1.5 million shares in one month, worth >$240 M, draw attention because they come from the founder-CEO. The disclosure follows Rule 10b5-1 protocols, limiting information risk. From a valuation standpoint, the transactions do not affect fundamentals, yet persistent insider selling can create headline pressure and feed profit-taking narratives after NVDA’s sharp run-up. Overall impact: neutral.

Corporate Governance Expert

TL;DR: Sales appear 10b5-1-driven; governance concerns low but investor optics moderately negative.

Huang’s plan disclosure, statement of no MNPI, and incremental size align with compliance best practices. The volume sold over the last month remains modest relative to his overall stake, preserving alignment. Nonetheless, large dollar proceeds and rapid cadence can raise governance questions about board oversight of trading plans. Investors should watch future filings for pattern persistence.

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).

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)
07/17/2025

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	07/17/2025		S(1)		3,171	D	$26.8858(2)	1,251,403	D
Common Stock								255,000	I	Indig Dynasty Trust(3)

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. These shares were disposed of in non-discretionary transactions pursuant to the Issuer's mandatory sell-to-cover policy to cover the holder's tax withholding obligations in connection with the settlement of an award of restricted stock units.

2. 2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.38 to $27.29 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.

3. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Allison Hoffman by Power of Attorney for Chaim Indig	07/21/2025
	** 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

How many NVDA shares does Jensen Huang plan to sell in the new Form 144?

75,000 common shares are scheduled for sale.

What is the estimated market value of the planned 75k-share sale?

The filing lists an aggregate value of approximately $12.93 million.

How many NVIDIA shares has Huang sold in the past three months?

The form reports 1,425,000 shares sold between 20-Jun-25 and 18-Jul-25.

What were the gross proceeds from those prior insider sales?

Gross proceeds total about $228 million across 20 transactions.

When were the shares to be sold originally acquired?

They were acquired via option exercise on 08-Sep-2023.

Does the filing reference a Rule 10b5-1 trading plan?

Yes. The signature section affirms compliance if a plan was adopted, indicating trades may occur under Rule 10b5-1.

What percentage of NVIDIA’s outstanding shares does the new block represent?

Approximately 0.06 % of the reported 24.4 billion shares outstanding.