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

Securities Analyst

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.

Corporate Governance Expert

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.

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).

1. Name and Address of Reporting Person^*

Linetsky David

(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)
	President, Network Solutions

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		S(1)		2,051	D	$23.2844(2)	175,066	D
Common Stock	09/16/2025		S(1)		114	D	$23.2844(2)	174,952	D
Common Stock	09/17/2025		S(3)		1,064	D	$23.5	173,888	D
Common Stock								9,976	I	By Spouse

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 Reporting Person'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 $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.

3. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2025.

	/s/ Allison Hoffman by Power of Attorney for David Linetsky	09/18/2025
	** 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.
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FAQ

What did Phreesia insider David Linetsky report on Form 4 (PHR)?

The Form 4 reports dispositions of Common Stock on 09/16/2025 (2,165 shares at a weighted average $23.2844) and 09/17/2025 (1,064 shares at $23.50), leaving 173,888 shares direct and 9,976 indirect.

Why were shares sold according to the Form 4 for PHR?

The filing states the shares were disposed of in non-discretionary transactions to satisfy the reporting person’s tax withholding obligations related to vesting restricted stock units; one sale was under a 10b5-1 plan.

When was the Rule 10b5-1 trading plan adopted for the PHR insider trades?

The Form 4 discloses the Rule 10b5-1 trading plan was adopted on January 15, 2025.

How many shares did David Linetsky beneficially own after the reported transactions?

After the reported transactions he beneficially owned 173,888 shares directly and 9,976 shares indirectly (by spouse), as stated on the Form 4.

Where can I get the detailed breakdown of sale prices for the multiple transactions?

The filer states the reported weighted average price covers sales ranging from $22.83 to $23.69 and will provide the number of shares sold at each separate price upon request to the issuer, any security holder, or the SEC staff.