Phreesia (NYSE: PHR) CEO Chaim Indig receives 130,000 RSU grant with 4-year vesting

Rhea-AI Filing Summary

Phreesia, Inc. (PHR) CEO and director Chaim Indig reported a new equity award of 130,000 restricted stock units (RSUs). The grant was made on December 5, 2025 under the Phreesia, Inc. 2019 Stock Option and Incentive Plan at a price of $0 per unit, reflecting a standard stock-based compensation award rather than a market purchase.

Each RSU represents a contingent right to receive one share of Phreesia common stock. The RSUs vest over four years, with 10% vesting on December 5, 2026, 20% on December 5, 2027, 30% on December 5, 2028, and 40% on December 5, 2029, conditioned on Indig’s continued service with the company through each vesting date. Following this award, he beneficially owns 1,382,608 shares directly and 255,000 shares indirectly through the Indig Dynasty Trust, whose beneficiaries are members of his immediate family.

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).

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^*

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)
12/05/2025

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	12/05/2025		A		130,000(1)	A	$0	1,382,608	D
Common Stock								255,000	I	Indig Dynasty Trust(2)

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. The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs vest as follows: 10% of the RSUs shall vest on December 5, 2026, 20% of the RSUs shall vest on December 5, 2027, 30% of the RSUs shall vest on December 5, 2028 and 40% of the RSUs shall vest on December 5, 2029, subject to the Reporting Person's continued service to the Issuer through each vesting date. The grant of RSUs was approved by the Compensation Committee of the Board of Directors on October 1, 2025.

2. 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	12/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Phreesia (PHR) report for its CEO Chaim Indig?

Phreesia reported that CEO and director Chaim Indig received a grant of 130,000 restricted stock units (RSUs) of Phreesia common stock on December 5, 2025 under the company’s 2019 Stock Option and Incentive Plan.

How do the new RSUs for the Phreesia (PHR) CEO vest over time?

The 130,000 RSUs granted to Chaim Indig vest in four tranches: 10% on December 5, 2026, 20% on December 5, 2027, 30% on December 5, 2028, and 40% on December 5, 2029, subject to his continued service with Phreesia.

What does each RSU granted to the Phreesia (PHR) CEO represent?

Each RSU granted to Chaim Indig represents the contingent right to receive one share of Phreesia’s common stock, delivered according to the vesting schedule and subject to his continued service.

How many Phreesia (PHR) shares does the CEO beneficially own after this RSU grant?

After the reported transaction, Chaim Indig beneficially owns 1,382,608 shares directly and 255,000 shares indirectly through the Indig Dynasty Trust.

What is the Indig Dynasty Trust mentioned in the Phreesia (PHR) Form 4?

The Indig Dynasty Trust holds 255,000 Phreesia shares. It is a family trust for which the reporting person’s sister-in-law is the investment and distribution advisor, and members of the reporting person’s immediate family are the sole beneficiaries.

Was the Phreesia (PHR) CEO’s RSU grant approved by the board?

Yes. The grant of 130,000 RSUs to Chaim Indig was approved by the Compensation Committee of the Board of Directors on October 1, 2025.