Phreesia (PHR) awards 66,000 time-vested RSUs to CFO Balaji Gandhi

Rhea-AI Filing Summary

Phreesia, Inc. reported an equity grant to its Chief Financial Officer, Balaji Gandhi. On December 5, 2025, Gandhi received 66,000 shares of Phreesia common stock in the form of Restricted Stock Units (RSUs) under the company’s 2019 Stock Option and Incentive Plan at a grant price of $0 per share. Following this grant, he beneficially owned 164,240 shares of Phreesia common stock directly.

The RSUs vest over four years based on continued service: 10% on December 5, 2026, 20% on December 5, 2027, 30% on December 5, 2028, and 40% on December 5, 2029. Each vested RSU converts into one share of common stock if Gandhi remains with the company through the applicable vesting date. The grant was approved by Phreesia’s Compensation Committee on October 1, 2025.

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

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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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	12/05/2025		A		66,000(1)	A	$0	164,240	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 vest as follows: 10% of the RSUs shall vest on December 5, 2026, 20% of the RSUs shall vest on December 5, 2027, 30% of the RSUs shall vest on December 5, 2028 and 40% of the RSUs shall vest on December 5, 2029, subject to the Reporting Person's continued service to the Issuer through each vesting date. The grant of RSUs was approved by the Compensation Committee of the Board of Directors on October 1, 2025.

	/s/ Allison Hoffman, as Attorney-in-Fact for Balaji Gandhi	12/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Phreesia (PHR) disclose for its CFO?

Phreesia disclosed that its Chief Financial Officer, Balaji Gandhi, received 66,000 Restricted Stock Units (RSUs) of common stock on December 5, 2025 at a grant price of $0 under the company’s 2019 Stock Option and Incentive Plan.

How do the 66,000 RSUs granted to Phreesia (PHR) CFO vest?

The 66,000 RSUs vest in four tranches based on continued service: 10% on December 5, 2026, 20% on December 5, 2027, 30% on December 5, 2028, and 40% on December 5, 2029.

What does each RSU granted to the Phreesia (PHR) CFO represent?

Each RSU granted to the CFO represents the contingent right to receive one share of Phreesia’s common stock, deliverable upon vesting, subject to his continued service through each vesting date.

How many Phreesia (PHR) shares does the CFO own after this RSU grant?

After the reported transaction, CFO Balaji Gandhi beneficially owns 164,240 shares of Phreesia common stock directly.

When was the Phreesia (PHR) CFO’s RSU grant approved?

The grant of 66,000 RSUs to Phreesia’s CFO was approved by the company’s Compensation Committee on October 1, 2025.

Under which plan were the new Phreesia (PHR) RSUs for the CFO issued?

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