Phreesia officer receives 5,192 vested RSUs in lieu of cash bonus

Rhea-AI Filing Summary

Phreesia insider equity award converted from earned cash bonus into RSUs. The reporting person, Allison C. Hoffman (General Counsel & Secretary and officer/director), received 5,192 restricted stock units on 09/11/2025 that were fully vested as of the grant date. These RSUs were issued in lieu of a cash bonus under the company’s Senior Executive Cash Incentive Bonus Plan at 115% of the earned cash amount, using a per-share value of $25.48. Following the transaction, Ms. Hoffman beneficially owned 142,170 shares of Phreesia common stock.

Positive

• Conversion of cash bonus to RSUs increases insider alignment with shareholders by creating equity ownership
• All RSUs were fully vested as of the grant date, providing immediate ownership rather than deferred payout
• Disclosure includes valuation method (per-share value of $25.48) and conversion rate (115%), improving transparency
• Post-transaction beneficial ownership disclosed: 142,170 shares, giving clear investor context

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Officer converted earned cash bonus to vested RSUs, modestly increasing insider equity alignment without additional cash payout.

The filing shows an executive-level election to receive compensation as equity rather than cash, resulting in 5,192 RSUs that vested immediately. This aligns the reporting person’s interests with shareholders by shifting compensation into stock, and the post-transaction beneficial ownership of 142,170 shares is disclosed. The disclosure is routine, compliant with Section 16 reporting, and contains clear explanation of valuation methodology using the closing price of $25.48.

Compensation Analyst

TL;DR: A cash bonus conversion to RSUs at 115% indicates an executive preference for equity exposure; transaction appears administratively standard.

The report documents RSUs granted in lieu of a cash bonus under the Senior Executive Cash Incentive Bonus Plan, with the conversion factor of 115% and per-share valuation specified. The RSUs were fully vested upon grant, so there is immediate equity ownership rather than deferred compensation. This is a discretionary compensation election by the reporting person and does not show issuance of options or derivative instruments.

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^*

Hoffman Allison C

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		A		5,192	A	(1)	142,170	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. Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent awards received in lieu of the Reporting Person's cash bonus earned for the first half of the fiscal year ending January 31, 2026 under the Issuer's Senior Executive Cash Incentive Bonus Plan. The Reporting Person elected to convert such cash bonus into RSUs representing 115% of the earned cash bonus amount. The number of RSUs granted is based on a per share value of $25.48, the closing price of the Issuer's common stock on September 11, 2025.

	/s/ Allison C. Hoffman	09/15/2025
	** 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 transaction did Allison C. Hoffman report on Form 4 for PHR?

The filing reports receipt of 5,192 RSUs on 09/11/2025 that were fully vested and issued in lieu of a cash bonus.

How were the RSUs valued in the Phreesia Form 4?

The number of RSUs was calculated using a per-share value of $25.48, the closing price on the grant date.

What conversion rate was used to convert the cash bonus into RSUs?

The reporting person elected to convert the cash bonus into RSUs representing 115% of the earned cash bonus amount.

How many Phreesia shares does Allison C. Hoffman beneficially own after the transaction?

Following the reported transaction, the reporting person beneficially owned 142,170 shares of Phreesia common stock.

Were the RSUs subject to vesting after grant?

No; the filing states the RSUs were fully vested as of the grant date.