Phreesia (NYSE: PHR) CFO records tax-driven sell-to-cover share sales

Rhea-AI Filing Summary

Phreesia, Inc.'s Chief Financial Officer Balaji Gandhi reported small share sales tied to tax withholding on recently vested equity awards. On January 15, 2026, he sold 975 shares of common stock at a weighted average price of $16.3795 per share. On January 16, 2026, he sold an additional 4,687 shares at a weighted average price of $16.3568 per share. The filing explains that these were non-discretionary transactions under the company’s mandatory sell-to-cover policy to satisfy tax obligations from restricted stock unit settlements. After these sales, Gandhi beneficially owned 150,569 shares of Phreesia common stock directly.

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)
01/15/2026

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	01/15/2026		S(1)		975	D	$16.3795(2)	155,256	D
Common Stock	01/16/2026		S(1)		4,687	D	$16.3568(3)	150,569	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. 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.185 to $16.49 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.14 to $16.495 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	01/20/2026
	** 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).
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FAQ

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

Phreesia disclosed that Chief Financial Officer Balaji Gandhi sold 975 shares of common stock on January 15, 2026 at a weighted average price of $16.3795 per share and 4,687 shares on January 16, 2026 at a weighted average price of $16.3568 per share.

Why did Phreesia CFO Balaji Gandhi sell PHR shares in January 2026?

The filing states that the shares were disposed of in non-discretionary transactions under Phreesia’s mandatory sell-to-cover policy to cover tax withholding obligations related to the settlement of restricted stock unit awards.

How many Phreesia (PHR) shares does the CFO hold after the reported sales?

After the reported January 2026 transactions, Chief Financial Officer Balaji Gandhi beneficially owned 150,569 shares of Phreesia common stock directly.

At what prices were the Phreesia (PHR) insider sales executed?

The $16.3795 and $16.3568 prices reported are weighted average prices. The filing notes that the January 15 trades occurred between $16.185 and $16.49 per share, and the January 16 trades occurred between $16.14 and $16.495 per share.

Were the January 2026 Phreesia CFO share sales discretionary?

No. The filing explains that the shares were sold in non-discretionary transactions pursuant to Phreesia’s mandatory sell-to-cover policy to satisfy tax withholding obligations for restricted stock unit settlements.

Does the Phreesia CFO still own shares after the tax-related sales?

Yes. Following the January 16, 2026 transaction, the filing reports that Chief Financial Officer Balaji Gandhi directly owned 150,569 Phreesia common shares.