Phreesia (PHR) insider files Form 4 reporting 191,447-share disposition

Rhea-AI Filing Summary

Phreesia, Inc. (PHR) Form 4 shows David Linetsky reported dispositions of Phreesia common stock. The filing discloses a small, specified sale of 78 shares executed as non-discretionary transactions under the issuer's mandatory sell-to-cover policy to satisfy tax withholding on restricted stock unit settlement; the weighted-average price reported for those shares is $29.1555, with execution prices ranging from $28.77 to $29.40. The filing also reports a separate disposition of 191,447 shares. After the reported transactions, the filing indicates the reporting person beneficially owns 9,717 shares indirectly through a spouse.

Positive

• None.

Negative

• Reporting person disposed of 191,447 shares (disposition recorded without a price in the table)
• Insider sold 78 shares (non-discretionary sell-to-cover), indicating issuance-related dilution and tax-related sales

Insights

Securities Analyst

TL;DR: Insider disclosed routine sell-to-cover and a large separate disposition; transparency is good but the large sale is notable.

The Form 4 records a routine, issuer-mandated sell-to-cover of 78 shares to satisfy tax withholding on RSU settlement, disclosed with weighted-average and execution price range details which aids transparency. Separately, the filing reports a disposal of 191,447 shares without a disclosed price in the table, which is material by volume relative to typical insider transactions and warrants investor attention to context (e.g., source of shares, whether related to secondary sales or other plans). The post-transaction indirect beneficial ownership of 9,717 shares held via spouse is clearly stated. Overall, this filing is informative but the large disposition is the primary item of interest for market participants.

Corporate Governance Expert

TL;DR: Filing follows disclosure requirements; the sell-to-cover is standard, while the large disposal should be monitored for context.

The disclosure explains the 78-share sale as non-discretionary under the issuer's mandatory sell-to-cover policy, including price details and an offer to provide transaction-level information on request, which is a good governance practice. The additional reported disposal of 191,447 shares is explicitly recorded as a disposition but lacks price detail in the primary table; governance and compliance teams typically ensure supplementary information is available on request. The reporting is properly signed via power of attorney, satisfying procedural formality.

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).

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^*

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)
08/18/2025

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	08/18/2025		S(1)		78	D	$29.1555(2)	9,717	I	By Spouse
Common Stock								191,447	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. These shares were disposed of in non-discretionary transactions pursuant to the Issuer's mandatory sell-to-cover policy to cover the holder'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 $28.77 to $29.40 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.

	/s/ Allison Hoffman by Power of Attorney for David Linetsky	08/20/2025
	** 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 shares did David Linetsky sell according to the PHREESIA (PHR) Form 4?

The Form 4 reports a disposal of 78 shares (sell-to-cover for RSU tax withholding) and a separate disposal of 191,447 shares.

At what price were the 78 shares sold in the Form 4 for PHR?

The 78 shares were sold at a weighted-average price of $29.1555, with execution prices ranging from $28.77 to $29.40.

How many PHR shares does the reporting person beneficially own after the reported transactions?

The filing indicates the reporting person beneficially owns 9,717 shares indirectly through a spouse after the reported transactions.

Why were 78 shares sold according to the Form 4 explanation?

The filing explains those 78 shares were disposed of in non-discretionary transactions pursuant to the issuer's mandatory sell-to-cover policy to cover tax withholding on RSU settlement.

Who signed the Form 4 for David Linetsky?

The Form 4 is signed by Allison Hoffman by Power of Attorney for David Linetsky, dated in the filing.