[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Phreesia, Inc. insider Balaji Gandhi, the company's Chief Financial Officer, reported an acquisition of equity on 09/11/2025. The filing shows 6,230 Restricted Stock Units (RSUs) were acquired and fully vested as of the grant date. These RSUs were issued in lieu of the Reporting Person's cash bonus earned for the first half of the fiscal year ending January 31, 2026 under the company's Senior Executive Cash Incentive Bonus Plan, and the Reporting Person elected to convert the cash bonus into RSUs at 115% of the earned bonus. The RSU grant was calculated using a per-share value of $25.48, the closing price of Phreesia common stock on 09/11/2025. After the reported transaction, the Reporting Person beneficially owned 103,308 shares. The Form 4 was signed by an attorney-in-fact on behalf of Balaji Gandhi and filed on 09/15/2025.

Insights

Financial Analyst

TL;DR: Routine insider equity award conversion by the CFO; increases reported beneficial ownership with no reported sale or external financing impact.

The Form 4 documents a non-derivative acquisition of 6,230 RSUs by Phreesia CFO Balaji Gandhi, elected in lieu of a cash bonus and valued using the closing price of $25.48 on 09/11/2025. This is a common executive compensation action that increases the executive’s equity stake to 103,308 shares. The filing contains no cash proceeds to the company and no dispositions, so it does not affect outstanding share count or liquidity. From an earnings or capital-structure perspective, the transaction is routine and non-dilutive beyond the ordinary grant mechanics already reflected in equity compensation plans.

Corporate Governance Expert

TL;DR: Compensation conversion into RSUs demonstrates executive preference for equity, reported per Section 16 requirements; no governance issues disclosed.

The disclosure states the RSUs represent a conversion of a cash bonus under the Senior Executive Cash Incentive Bonus Plan at 115% of the earned amount and were fully vested on grant. The Form 4 was properly signed by an attorney-in-fact and filed promptly. There are no indications of related-party transactions beyond standard compensation, no sales or transfers, and no change to officer status reported in this filing. As presented, the filing raises no immediate governance concerns.

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 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)
09/11/2025

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	09/11/2025		A		6,230	A	(1)	103,308	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. Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent awards received in lieu of the Reporting Person's cash bonus earned for the first half of the fiscal year ending January 31, 2026 under the Issuer's Senior Executive Cash Incentive Bonus Plan. The Reporting Person elected to convert such cash bonus into RSUs representing 115% of the earned cash bonus amount. The number of RSUs granted is based on a per share value of $25.48, the closing price of the Issuer's common stock on September 11, 2025.

	/s/ Allison Hoffman, as Attorney-in-Fact for Balaji Gandhi	09/15/2025
	** 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.

FAQ

What transaction did Balaji Gandhi report on Phreesia (PHR) Form 4?

The Form 4 reports the acquisition of 6,230 Restricted Stock Units (RSUs) on 09/11/2025 that were fully vested as of the grant date.

Why were the RSUs granted to Balaji Gandhi?

The RSUs were issued in lieu of the Reporting Person's cash bonus earned for the first half of the fiscal year ending January 31, 2026 under Phreesia's Senior Executive Cash Incentive Bonus Plan.

At what price were the RSUs valued?

The number of RSUs was calculated using a per-share value of $25.48, the closing price of Phreesia common stock on 09/11/2025.

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

Following the reported transaction, the Form 4 shows Balaji Gandhi beneficially owned 103,308 shares.

When was the Form 4 filed and who signed it?

The Form 4 was signed by Allison Hoffman as Attorney-in-Fact for Balaji Gandhi and dated 09/15/2025.