[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

David Linetsky, an officer (President, Network Solutions) of Phreesia, Inc. (PHR), reported insider disposals on 09/18/2025. The filing shows the disposition of 93 shares of Phreesia common stock sold in non-discretionary transactions at a weighted average price of $23.9387 per share (individual sale prices ranged from $23.455 to $24.205). The filing also reports 173,888 shares disposed (no per-share price provided for that line). After the reported transactions, 9,883 shares are reported as beneficially owned indirectly by the reporting person’s spouse. The disposals were made to satisfy tax withholding obligations in connection with settlement of restricted stock units, according to the form.

Insights

Securities Analyst

TL;DR: Routine tax-withholding sales of RSU shares by an officer; filing is compliance disclosure with limited market impact.

The Form 4 discloses that the reporting person sold shares to cover tax withholding on RSU settlement rather than a discretionary market-sale decision. The explicit disclosure of a weighted-average sale price ($23.9387) and the stated price range provides transparency about execution. The report does not show additional compensatory grants, option exercises, or purchases that would materially change ownership stakes, and it identifies 9,883 shares held indirectly by a spouse. From an investor disclosure perspective, this is a standard Section 16 transaction and appears informational rather than a signal of company-specific news.

Corporate Governance Expert

TL;DR: Disclosure documents tax-related share disposals; filing meets reporting requirements and explains purpose of sales.

The Form 4 provides the required explanation that the disposals were non-discretionary and were executed pursuant to the issuer’s mandatory sell-to-cover policy to satisfy tax withholding on RSU settlement. The report includes the filer’s role (President, Network Solutions) and a clear signature via power of attorney. There is no indication of related-party transactions or coordination beyond the tax-withholding context. As a governance disclosure, the form is complete in its explanation and execution details, subject to the absence of per-share pricing for one reported disposition line.

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)
09/18/2025

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	09/18/2025		S(1)		93	D	$23.9387(2)	9,883	I	By Spouse
Common Stock								173,888	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 $23.455 to $24.205 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/ Alexis Lyons by Power of Attorney for David Linetsky	09/22/2025
	** 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 insider transaction did David Linetsky (PHR) report on this Form 4?

The filing reports disposals of Phreesia common stock on 09/18/2025, including 93 shares sold at a weighted average price of $23.9387 and an additional 173,888 shares marked as disposed.

Why were the shares sold according to the Form 4?

The shares were disposed of in non-discretionary transactions pursuant to the issuer’s mandatory sell-to-cover policy to satisfy tax withholding obligations tied to the settlement of restricted stock units.

How many shares does the reporting person (or related persons) beneficially own after the transactions?

The Form 4 reports 9,883 shares beneficially owned indirectly by the reporting person’s spouse following the reported transactions.

What price range were the reported sales executed at?

The reported sales executed at prices ranging from $23.455 to $24.205 per share; the weighted-average price reported is $23.9387.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 is signed by Alexis Lyons by power of attorney for David Linetsky, dated 09/22/2025.