[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Phreesia, Inc. insider Chaim Indig completed a small, routine sale of company stock to satisfy tax withholding after restricted stock units vested. The filing reports a disposition of 6,328 shares on 09/16/2025 at a weighted average price of $23.2844 per share, with sale prices ranging from $22.83 to $23.69. After the sale the reporting person beneficially owns 1,255,771 shares directly and 255,000 shares indirectly through the Indig Dynasty Trust.

The Form 4 notes the sale was non-discretionary under the issuer's mandatory sell-to-cover policy and that the indirect holdings are held in a family trust for immediate-family beneficiaries.

Positive

• Sale was non-discretionary and executed under the issuer's mandatory sell-to-cover policy to cover tax withholding
• Reporting person retains substantial ownership: 1,255,771 shares directly and 255,000 shares indirectly via family trust
• Transparent pricing disclosure including weighted average price $23.2844 and explicit price range $22.83–$23.69

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover transaction; minimal market impact and substantial ongoing ownership remains.

The reported disposition of 6,328 shares appears to be a tax-withholding sale tied to the settlement of restricted stock units rather than a discretionary divestiture. The weighted average sale price is $23.2844 and sales occurred within a narrow $22.83–$23.69 range. Post-transaction beneficial ownership totals 1,255,771 shares directly and 255,000 indirectly, which indicates continued meaningful economic interest by the reporting person. From a trading-flow perspective this small, planned sale is unlikely to signal a change in insider conviction.

Corporate Governance Expert

TL;DR: Disclosure is standard and transparent; transaction was executed under a mandatory policy and properly reported.

The Form 4 discloses that the shares were disposed of in non-discretionary transactions pursuant to the issuer's mandatory sell-to-cover policy to cover tax withholding on settled restricted stock units. The filer provides a price range and offers to supply detailed per-price sale information on request, which aligns with good disclosure practice. The filing also clarifies the nature of indirect ownership via a family trust and the role of an identified advisor, supporting transparency regarding potential related-party holdings.

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
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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^*

Indig Chaim

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		6,328	D	$23.2844(2)	1,255,771	D
Common Stock								255,000	I	Indig Dynasty Trust(3)

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. These shares are held by a family trust of which the reporting person's sister-in-law is the investment advisor and distribution advisor. Members of the reporting person's immediate family are the sole beneficiaries of such trust.

	/s/ Allison Hoffman by Power of Attorney for Chaim Indig	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 (PHR) insider Chaim Indig sell on 09/16/2025?

Chaim Indig disposed of 6,328 shares of Phreesia common stock on 09/16/2025 in non-discretionary sell-to-cover transactions.

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

The shares were sold to cover tax withholding obligations associated with the settlement of an award of restricted stock units.

What price did the insider sale occur at in the PHR Form 4?

Weighted average price $23.2844 per share; individual sale prices ranged from $22.83 to $23.69 per share.

How many PHR shares does Chaim Indig beneficially own after the transaction?

1,255,771 shares directly and 255,000 shares indirectly through the Indig Dynasty Trust following the reported transaction.

Who holds the indirect shares reported on the PHR Form 4?

The indirect holdings are held by the Indig Dynasty Trust, with the reporting person’s sister-in-law acting as investment and distribution advisor and immediate-family beneficiaries named.