Phreesia (PHR) General Counsel sells 6,585 shares for tax withholding

Rhea-AI Filing Summary

Phreesia, Inc. reported that its General Counsel & Secretary, Allison C. Hoffman, sold shares of company common stock in a routine tax-related transaction. On 01/08/2026, she disposed of 6,585 shares of Phreesia common stock at a weighted average price of $17.0071 per share, through multiple sales within a price range of $16.81 to $17.56 per share. According to the disclosure, these sales were non-discretionary and made under the company’s mandatory sell-to-cover policy to satisfy tax withholding obligations arising from the settlement of restricted stock units. After this transaction, Hoffman beneficially owned 174,762 shares of Phreesia common stock, held 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

OMB APPROVAL

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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^*

Hoffman Allison C

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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	01/08/2026		S(1)		6,585	D	$17.0071(2)	174,762	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 $16.81 to $17.56 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 C. Hoffman	01/12/2026
	** 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 stock transaction did Phreesia (PHR) disclose for Allison C. Hoffman?

Phreesia disclosed that General Counsel & Secretary Allison C. Hoffman sold 6,585 shares of its common stock on 01/08/2026 in a tax-related transaction.

What was the price range for the Phreesia (PHR) shares sold by Allison C. Hoffman?

The shares were sold at a weighted average price of $17.0071 per share, in multiple trades at prices ranging from $16.81 to $17.56 per share.

Why did Phreesia’s General Counsel sell 6,585 shares of PHR stock?

The filing states the shares were disposed of in non-discretionary transactions under the issuer’s mandatory sell-to-cover policy to pay tax withholding tied to the settlement of restricted stock units.

How many Phreesia (PHR) shares does Allison C. Hoffman own after this transaction?

Following the reported sale, Allison C. Hoffman beneficially owned 174,762 shares of Phreesia common stock, held directly.

What is Allison C. Hoffman’s role at Phreesia (PHR)?

Allison C. Hoffman is an officer of Phreesia, serving as the company’s General Counsel & Secretary, as indicated in the filing.

Was the Phreesia (PHR) insider transaction part of a discretionary trading plan?

No. The filing explains that the shares were sold in non-discretionary transactions required by Phreesia’s mandatory sell-to-cover policy to cover tax withholding on restricted stock unit settlement.