Phreesia (PHR) awards 19,290 deferred RSUs to director

Rhea-AI Filing Summary

Goldstein Lainie reported acquisition or exercise transactions in this Form 4 filing.

Phreesia, Inc. director Lainie Goldstein received a grant of 19,290 Restricted Stock Units under the company’s 2019 Stock Option and Incentive Plan. Each RSU represents the right to one common share, increasing her direct holdings to 70,485 shares after the award.

The RSUs will vest in full on the earlier of June 24, 2027 or the next annual stockholder meeting. Goldstein has elected to defer this grant under Phreesia’s Non-Employee Director Deferred Compensation Program, with the underlying shares delivered 90 days after she leaves the Board and incurs a separation from service under Section 409A.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Goldstein Lainie

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	19,290	$9.59	$185K

Holdings After Transaction: Common Stock — 70,485 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 19,290 RSUs Grant fair value per share: $9.59 per share Holdings after grant: 70,485 shares +2 more

5 metrics

RSU grant size 19,290 RSUs Director equity award on June 24, 2026

Grant fair value per share $9.59 per share Reported transaction price for RSU award

Holdings after grant 70,485 shares Total direct holdings following RSU grant

RSU vesting date June 24, 2027 Vests earlier of this date or next annual meeting

Deferral payout timing 90 days after separation Shares delivered 90 days after director leaves Board

Key Terms

Restricted Stock Units ("RSUs"), 2019 Stock Option and Incentive Plan, Non-Employee Director Deferred Compensation Program, separation from service, +1 more

5 terms

Restricted Stock Units ("RSUs") financial

"The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan."

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.

2019 Stock Option and Incentive Plan financial

"RSUs issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan."

Non-Employee Director Deferred Compensation Program financial

"Director has elected to defer this grant pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program."

separation from service regulatory

"Director shall receive underlying common stock 90 days after director ceases to serve as a member of the Board of Directors of the Issuer and incurs a "separation from service"."

Section 409A regulatory

"separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 04:21 PM Accepted by SEC EDGAR 06/26/2026 - 04:21 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^*

Goldstein Lainie

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026

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	06/24/2026		A		19,290(1)	A	$9.59	70,485	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 24, 2027 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 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.

	/s/ Allison Hoffman by Power of Attorney for Lainie Goldstein	06/26/2026
	** 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)

FAQ

What did Phreesia (PHR) director Lainie Goldstein report in this Form 4?

Lainie Goldstein reported receiving 19,290 Restricted Stock Units from Phreesia. These RSUs were granted under the 2019 Stock Option and Incentive Plan and increase her direct holdings to 70,485 shares of common stock after the award, according to the Form 4 disclosure.

How many shares does the new RSU grant represent for Phreesia director Goldstein?

The grant represents 19,290 Restricted Stock Units, each equal to one common share. After this equity award, Goldstein’s direct holdings total 70,485 shares of Phreesia common stock, reflecting the addition of this director compensation grant reported in the Form 4.

When do Lainie Goldstein’s new Phreesia RSUs vest?

The RSUs will vest in full on the earlier of June 24, 2027 or Phreesia’s next annual stockholder meeting. This single vesting date structure ties vesting to either a fixed calendar date or the company’s next annual meeting, whichever occurs first.

How is the Phreesia RSU grant to director Goldstein being deferred?

Goldstein elected to defer this RSU grant under Phreesia’s Non-Employee Director Deferred Compensation Program. She will receive the underlying common stock 90 days after ceasing Board service and incurring a separation from service, as defined under Section 409A of the Internal Revenue Code.

What plan governs the RSUs granted to Phreesia director Lainie Goldstein?

The RSUs were issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. This plan provides for equity-based compensation, and in this case delivers director compensation in the form of Restricted Stock Units linked one-for-one to Phreesia common shares.