Phreesia (NYSE: PHR) counsel sells 14,483 shares under 10b5-1 plan

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Phreesia, Inc. General Counsel & Secretary Allison C. Hoffman reported insider transactions in the company’s common stock. On April 10, she completed an open-market sale of 14,483 shares at $8.07 per share, and continued to hold 163,485 shares afterward.

On April 9, 15,161 shares were withheld by Phreesia at $9.15 per share to cover tax obligations tied to restricted stock unit settlement, which the company states was not a sale by Hoffman. The filing notes the sale was made under a Rule 10b5-1 trading plan adopted on December 19, 2025.

Insider Trade Summary 10b5-1

Net Seller: 14,483 shares ($116,878)

Net Sell 2 txns

Insider Hoffman Allison C

Role General Counsel & Secretary

Sold 14,483 shs ($117K)

Type	Security	Shares	Price	Value
Sale	Common Stock	14,483	$8.07	$117K
Tax Withholding	Common Stock	15,161	$9.15	$139K

Holdings After Transaction: Common Stock — 163,485 shares (Direct)

Footnotes (1)

Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of restricted stock units and does not represent a sale by the Reporting Person. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 19, 2025.

Key Figures

Open-market sale: 14,483 shares at $8.07 Tax withholding shares: 15,161 shares at $9.15 Shares held after sale: 163,485 shares

3 metrics

Open-market sale 14,483 shares at $8.07 Common Stock sale on April 10, 2026

Tax withholding shares 15,161 shares at $9.15 Shares withheld for RSU tax obligations on April 9, 2026

Shares held after sale 163,485 shares Direct ownership after April 10, 2026 transaction

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax withholding obligations

3 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 19, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"in connection with the settlement of restricted stock units and does not represent a sale by the Reporting Person."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of restricted stock units"

Form 4 Insider Transactions: What Each Field Means →

04/13/2026 - 08:09 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^*

Hoffman Allison C

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026

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	04/09/2026		F		15,161⁽¹⁾	D	$9.15	177,968	D
Common Stock	04/10/2026		S		14,483⁽²⁾	D	$8.07	163,485	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. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of restricted stock units and does not represent a sale by the Reporting Person.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 19, 2025.

	/s/ Allison C. Hoffman	04/13/2026
	** 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 insider transactions did Phreesia (PHR) report for Allison C. Hoffman?

Allison C. Hoffman reported two transactions in Phreesia common stock. She sold 14,483 shares at $8.07 per share and had 15,161 shares withheld by the company to cover tax obligations on restricted stock units.

How many Phreesia (PHR) shares does Allison C. Hoffman hold after these transactions?

After the reported transactions, Allison C. Hoffman holds 163,485 shares of Phreesia common stock directly. This figure comes from the Form 4 disclosure as the total shares beneficially owned following the April 10, 2026 open-market sale.

Was the Phreesia (PHR) insider sale by Allison C. Hoffman part of a 10b5-1 plan?

Yes. The filing states the open-market sale was executed under a Rule 10b5-1 trading plan adopted by Allison C. Hoffman on December 19, 2025. Such pre-arranged plans are designed to systematize selling independent of day-to-day market conditions.

Did Allison C. Hoffman actually sell the 15,161 Phreesia (PHR) shares listed with code F?

No. The 15,161 shares with transaction code F were withheld by Phreesia to satisfy tax withholding obligations on restricted stock units. The footnote clarifies this withholding does not represent a sale by Allison C. Hoffman.

What prices were involved in Allison C. Hoffman’s recent Phreesia (PHR) transactions?

The open-market sale of 14,483 shares was executed at $8.07 per share. The separate tax-withholding transaction for 15,161 shares used a price of $9.15 per share, as reflected in the Form 4 transaction details.