Phreesia (NYSE: PHR) executive sells shares to cover RSU taxes

Rhea-AI Filing Summary

Phreesia, Inc. executive reports small tax-related share sales. Evan Roberts, President, Provider Solutions of Phreesia, Inc. (PHR), reported selling 1,810 shares of common stock on January 15, 2026 at a weighted average price of $16.3795 per share and 6,268 shares on January 16, 2026 at a weighted average price of $16.3568 per share. According to the footnotes, these sales were non-discretionary transactions under the company’s mandatory sell-to-cover policy to satisfy tax withholding obligations tied to the settlement of restricted stock units. After these transactions, Roberts beneficially owned 826,554 shares of Phreesia common stock directly.

Insider Trade Summary

Net Seller: 8,078 shares ($132,171)

Net Sell 2 txns

Insider Roberts Evan

Role President, Provider Solutions

Sold 8,078 shs ($132K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,268	$16.3568	$103K
Sale	Common Stock	1,810	$16.3795	$30K

Holdings After Transaction: Common Stock — 826,554 shares (Direct)

Footnotes (1)

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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.185 to $16.49 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.14 to $16.495 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.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Roberts Evan

(Last) (First) (Middle)

C/O PHREESIA, INC.

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, Provider Solutions

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		S(1)		1,810	D	$16.3795(2)	832,822	D
Common Stock	01/16/2026		S(1)		6,268	D	$16.3568(3)	826,554	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 $16.185 to $16.49 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.14 to $16.495 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 Evan Roberts	01/20/2026
	** 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

Who reported insider transactions in Phreesia (PHR) in this Form 4?

The reporting person is Evan Roberts, who serves as President, Provider Solutions of Phreesia, Inc. He is an officer but not a director or 10% owner.

What Phreesia (PHR) insider transactions did Evan Roberts report?

Evan Roberts reported two sales of Phreesia, Inc. common stock: 1,810 shares on January 15, 2026 and 6,268 shares on January 16, 2026, both coded as "S" transactions for non-derivative securities.

What prices were received in the reported Phreesia (PHR) share sales?

The January 15, 2026 sale had a weighted average price of $16.3795 per share, with trades executed between $16.185 and $16.49. The January 16, 2026 sale had a weighted average price of $16.3568 per share, with trades executed between $16.14 and $16.495.

Why did the Phreesia (PHR) officer sell shares in these transactions?

The footnotes state that the shares were disposed of in non-discretionary transactions under the issuer’s mandatory sell-to-cover policy, used to cover the holder’s tax withholding obligations related to the settlement of restricted stock unit awards.

How many Phreesia (PHR) shares does Evan Roberts own after these sales?

Following the reported transactions, Evan Roberts beneficially owned 826,554 shares of Phreesia, Inc. common stock, held with direct ownership.

Were any derivative securities reported in this Phreesia (PHR) Form 4?

No derivative securities are listed with transactions in Table II. The reported activity in this Form 4 relates only to non-derivative common stock.

How were the weighted average prices for the Phreesia (PHR) insider sales calculated?

The filing notes that the prices in Column 4 are weighted average prices for multiple trades within specified price ranges on each date. The reporting person undertakes to provide the full breakdown of shares sold at each price within those ranges upon request.