CEO of Phreesia (NYSE: PHR) swaps cash bonus for RSUs

Q: What did Phreesia (PHR) CEO Chaim Indig receive in this Form 4 filing?

Chaim Indig received 61,068 fully vested RSUs of Phreesia common stock. These Restricted Stock Units were granted as equity compensation instead of a cash bonus for the fiscal year ending January 31, 2026 under the Senior Executive Cash Incentive Bonus Plan.

Q: How was the Phreesia (PHR) CEO RSU grant value determined?

The 61,068 RSUs were valued using a $9.15 share price , which was the closing price of Phreesia’s common stock on April 6, 2026. The award equals 115% of the CEO’s earned cash bonus amount for that fiscal year.

Q: Are the Phreesia (PHR) CEO’s new RSUs subject to holding requirements?

Yes, the RSU shares must be held for a minimum period . Shares underlying these RSUs, excluding any withheld for taxes, must be held until the earlier of the one-year anniversary of the April 6, 2026 grant date or a defined Sale Event under the 2019 Stock Option and Incentive Plan.

Q: Why did the Phreesia (PHR) CEO choose RSUs instead of a cash bonus?

The CEO elected to convert his cash bonus into RSUs . Under the Senior Executive Cash Incentive Bonus Plan, he opted to receive equity representing 115% of the earned cash bonus value, effectively increasing the bonus amount through stock-based compensation at the $9.15 share price.

Q: What is the role of the family trust mentioned in the Phreesia (PHR) Form 4?

255,000 shares are held by a family trust where the CEO’s sister-in-law serves as investment and distribution advisor, and the reporting person’s immediate family members are the sole beneficiaries, indicating indirect ownership associated with the CEO’s family.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Indig Chaim reported acquisition or exercise transactions in this Form 4 filing.

Phreesia, Inc. CEO Chaim Indig received a grant of 61,068 shares of common stock in the form of fully vested Restricted Stock Units. These RSUs were awarded in lieu of his cash bonus for the fiscal year ending January 31, 2026 under the Senior Executive Cash Incentive Bonus Plan.

The grant represents 115% of his earned cash bonus amount, based on a per share value of $9.15, the closing price on April 6, 2026. After the award, he directly holds 1,422,603 shares, and a family trust associated with his immediate family holds 255,000 shares. Shares underlying these RSUs, except any withheld for taxes, must be held until the earlier of one year from grant or a defined Sale Event.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Indig Chaim

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	61,068	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,422,603 shares (Direct); Common Stock — 255,000 shares (Indirect, Indig Dynasty Trust)

Footnotes (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. The shares underlying these RSUs (excluding shares that are withheld to satisfy tax withholding obligations) must be held by the Reporting Person until the earlier of (i) the one-year anniversary of the grant date or (ii) a Sale Event (as defined in the Issuer's 2019 Stock Option and Incentive Plan). 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.

Key Figures

RSU grant size: 61,068 shares Per-share value for RSUs: $9.15 per share Bonus conversion multiple: 115% of earned cash bonus +3 more

6 metrics

RSU grant size 61,068 shares Fully vested RSUs granted April 6, 2026

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

Bonus conversion multiple 115% of earned cash bonus RSUs received in lieu of fiscal 2026 cash bonus

Direct holdings after grant 1,422,603 shares Common stock directly held by CEO after transaction

Indirect trust holdings 255,000 shares Common stock held by Indig Dynasty Trust

Grant holding requirement Up to 1 year RSUs held until one-year anniversary or a Sale Event

Key Terms

Restricted Stock Units ("RSUs"), Senior Executive Cash Incentive Bonus Plan, Sale Event, 2019 Stock Option and Incentive Plan, +1 more

5 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."

Sale Event financial

"until the earlier of (i) the one-year anniversary of the grant date or (ii) a Sale Event"

2019 Stock Option and Incentive Plan financial

"as defined in the Issuer's 2019 Stock Option and Incentive Plan"

family trust financial

"These shares are held by a family trust of which the reporting person's sister-in-law is the investment advisor"

Form 4 Insider Transactions: What Each Field Means →

04/08/2026 - 05:29 PM

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^*

Indig Chaim

(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
X	Officer (give title below)	Other (specify below)
	Chief Executive 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/06/2026		A		61,068	A	⁽¹⁾	1,422,603	D
Common Stock								255,000	I	Indig Dynasty Trust⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. The shares underlying these RSUs (excluding shares that are withheld to satisfy tax withholding obligations) must be held by the Reporting Person until the earlier of (i) the one-year anniversary of the grant date or (ii) a Sale Event (as defined in the Issuer's 2019 Stock Option and Incentive Plan).

2. 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.

	/s/ Allison Hoffman by Power of Attorney for Chaim Indig	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Phreesia (PHR) CEO Chaim Indig receive in this Form 4 filing?

Chaim Indig received 61,068 fully vested RSUs of Phreesia common stock. These Restricted Stock Units were granted as equity compensation instead of a cash bonus for the fiscal year ending January 31, 2026 under the Senior Executive Cash Incentive Bonus Plan.

How was the Phreesia (PHR) CEO RSU grant value determined?

The 61,068 RSUs were valued using a $9.15 share price, which was the closing price of Phreesia’s common stock on April 6, 2026. The award equals 115% of the CEO’s earned cash bonus amount for that fiscal year.

Are the Phreesia (PHR) CEO’s new RSUs subject to holding requirements?

Yes, the RSU shares must be held for a minimum period. Shares underlying these RSUs, excluding any withheld for taxes, must be held until the earlier of the one-year anniversary of the April 6, 2026 grant date or a defined Sale Event under the 2019 Stock Option and Incentive Plan.

How many Phreesia (PHR) shares does the CEO hold after this transaction?

After the grant, Chaim Indig directly holds 1,422,603 shares of Phreesia common stock. In addition, a family trust associated with his immediate family holds 255,000 shares, providing a substantial combined equity interest linked to the CEO and his family.

Why did the Phreesia (PHR) CEO choose RSUs instead of a cash bonus?

The CEO elected to convert his cash bonus into RSUs. Under the Senior Executive Cash Incentive Bonus Plan, he opted to receive equity representing 115% of the earned cash bonus value, effectively increasing the bonus amount through stock-based compensation at the $9.15 share price.

What is the role of the family trust mentioned in the Phreesia (PHR) Form 4?

255,000 shares are held by a family trust where the CEO’s sister-in-law serves as investment and distribution advisor, and the reporting person’s immediate family members are the sole beneficiaries, indicating indirect ownership associated with the CEO’s family.