Phreesia Form 4: Linetsky discloses sell-to-cover and 10b5-1 sales
Rhea-AI Filing Summary
Phreesia, Inc. insider David Linetsky reported sales of Common Stock to satisfy tax withholding on vested restricted stock units and under a trading plan. On 09/16/2025 he disposed of 2,165 shares in two non-discretionary sell-to-cover transactions at a weighted average price of $23.2844 per share, and on 09/17/2025 he disposed of 1,064 shares at $23.50 per share pursuant to a Rule 10b5-1 plan adopted 01/15/2025. After these transactions he beneficially owned 173,888 shares directly and 9,976 shares indirectly (by spouse). The Form 4 was signed by power of attorney on 09/18/2025.
Positive
- Timely disclosure of insider transactions filed on the Form 4 with signature by power of attorney on 09/18/2025
- Use of a Rule 10b5-1 plan for part of the sales indicates pre-established trading instructions
- Explicit explanation that disposals were to satisfy tax withholding on vested restricted stock units
Negative
- Net reduction in direct beneficial ownership following sales (total disposed: 3,229 shares)
- Shares sold include multiple prices; only a weighted average is provided publicly though the filer offers to supply detailed breakdowns on request
Insights
TL;DR: Insider sold small blocks of stock to cover taxes and under a pre-set trading plan; holdings remain substantial.
The filings show routine disposition tied to RSU settlement tax withholding and an executed 10b5-1 plan. Disposed amounts (3,229 shares total) represent a reduction but leave the reporting person with 173,888 shares direct and 9,976 indirect. Transactions were disclosed promptly and prices reported, including a weighted average for multi-price trades. From an investor-materiality perspective this is a routine insider liquidity event rather than a company-development signal.
TL;DR: Disclosure aligns with Section 16 requirements; use of power of attorney and 10b5-1 plan are standard governance practices.
The Form 4 documents compliance: a power of attorney signature, explanation that shares were sold under the issuer's mandatory sell-to-cover policy, and disclosure of a Rule 10b5-1 plan adoption date. The reporting includes a weighted average sale price range and an undertaking to provide detailed price breakdowns on request, which supports transparency. No other governance actions or departures are disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,064 | $23.50 | $25K |
| Sale | Common Stock | 2,051 | $23.2844 | $48K |
| Sale | Common Stock | 114 | $23.2844 | $3K |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- These shares were disposed of in non-discretionary transactions pursuant to the Issuer's mandatory sell-to-cover policy to cover the Reporting Person's tax withholding obligations in connection with the settlement of an award of restricted stock units. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.83 to $23.69 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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2025.
