Phreesia (PHR) CFO disposes 9,583 shares via 10b5-1 plan; holdings now 97,078

Q: What did Phreesia CFO Balaji Gandhi sell on 08/25/2025 (PHR)?

The CFO sold 9,583 shares of Phreesia common stock in multiple transactions at a weighted average price of $30.0063 per share .

Q: How many shares does Balaji Gandhi beneficially own after the reported transaction?

After the sale, the reporting person beneficially owned 97,078 shares .

Q: What price range were the shares sold at in the Form 4?

The filing reports a weighted average of $30.0063 and indicates sales occurred at prices ranging from $30.00 to $30.81 per share.

Q: Who signed the Form 4 for the reporting person?

The Form 4 was signed on behalf of Balaji Gandhi by Allison Hoffman, as Attorney-in-Fact , dated 08/27/2025.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Phreesia, Inc. (PHR) reported an insider sale by Chief Financial Officer Balaji Gandhi under a Rule 10b5-1 trading plan. On 08/25/2025 Mr. Gandhi sold 9,583 shares of common stock in multiple transactions at a weighted average price of $30.0063 per share, with individual prices ranging from $30.00 to $30.81. After the sale he beneficially owned 97,078 shares. The filing discloses the 10b5-1 plan adoption date of September 17, 2024 and states the seller will provide detailed per-price quantities on request.

Positive

Sale executed under a documented Rule 10b5-1 plan, adopted 09/17/2024, which provides an affirmative defense to insider trading claims
Clear disclosure of transaction details including weighted average price and price range, and an offer to provide per-price quantities upon request
Form 4 properly completed and signed (attorney-in-fact signature present), supporting regulatory compliance

Negative

CFO reduced direct holdings by 9,583 shares, lowering beneficial ownership to 97,078 shares
Sale proceeds potentially dilute perceived insider ownership which some investors monitor as a sentiment indicator

Insights

TL;DR: Routine insider sale under a pre-established 10b5-1 plan; transaction appears procedural rather than indicating new company-specific news.

The reported sale of 9,583 shares at a weighted average of $30.0063 reduces the CFO's beneficial holdings to 97,078 shares. The use of a 10b5-1 plan (adopted 09/17/2024) signals these trades were pre-authorized and likely part of a scheduled liquidity plan rather than opportunistic timing by management. The filing is properly executed and includes an undertakings to disclose per-price quantities on request, supporting transparency.

TL;DR: Disclosure aligns with best practices: sale executed under a documented 10b5-1 plan and properly reported on Form 4.

The Form 4 shows required elements: reporting person details, relationship (CFO), transaction date (08/25/2025), and signature by an attorney-in-fact. The explicit note about price ranges and willingness to provide per-trade details enhances disclosure quality. No amendment flag or additional governance events are present in the filing.

Insider Trade Summary

Net Seller: 9,583 shares ($287,550)

Net Sell 1 txn

Insider Gandhi Balaji

Role Chief Financial Officer

Sold 9,583 shs ($288K)

Type	Security	Shares	Price	Value
Sale	Common Stock	9,583	$30.0063	$288K

Holdings After Transaction: Common Stock — 97,078 shares (Direct)

Footnotes (1)

This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2024. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.81 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.

Form 4 Insider Transactions: What Each Field Means →

08/27/2025 - 04:16 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^*

Gandhi Balaji

(Last)

(First)

(Middle)

C/O PHREESIA

1521 CONCORD PIKE, SUITE 301 PMB 221

(Street)

WILMINGTON

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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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)
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	08/25/2025		S⁽¹⁾		9,583	D	$30.0063⁽²⁾	97,078	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)
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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.81 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, as Attorney-in-Fact for Balaji Gandhi	08/27/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Phreesia CFO Balaji Gandhi sell on 08/25/2025 (PHR)?

The CFO sold 9,583 shares of Phreesia common stock in multiple transactions at a weighted average price of $30.0063 per share.

Was the sale by Balaji Gandhi pre-planned under a 10b5-1 plan?

Yes. The Form 4 states the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on September 17, 2024.

How many shares does Balaji Gandhi beneficially own after the reported transaction?

After the sale, the reporting person beneficially owned 97,078 shares.

What price range were the shares sold at in the Form 4?

The filing reports a weighted average of $30.0063 and indicates sales occurred at prices ranging from $30.00 to $30.81 per share.

Who signed the Form 4 for the reporting person?

The Form 4 was signed on behalf of Balaji Gandhi by Allison Hoffman, as Attorney-in-Fact, dated 08/27/2025.