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PHR Form 4: General Counsel Sells 5,192 Shares to Cover Taxes Under 10b5-1

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Insider transactions by Allison C. Hoffman at Phreesia, Inc. (PHR) — The reporting person, Phreesia General Counsel & Secretary Allison C. Hoffman, disposed of a total of 5,192 shares of Phreesia common stock across two dates to satisfy tax-withholding and under a 10b5-1 plan. On 09/16/2025 she sold 3,133 shares in non-discretionary transactions under the companys mandatory sell-to-cover policy at a weighted average price of $23.2844, reducing her beneficial ownership to 139,037 shares. On 09/17/2025 she sold 2,059 shares at $23.50, leaving 136,978 shares beneficially owned. The filing states the 09/17/2025 sale was effected pursuant to a Rule 10b5-1 trading plan adopted 09/17/2024.

Positive

  • None.

Negative

  • None.

Insights

TL;DR Insider sold shares to cover taxes and under a pre-established trading plan, indicating routine equity compensation settlement rather than ad hoc disposition.

The transactions disclosed are typical for holders of restricted stock units: a mandatory sell-to-cover on 09/16/2025 settled tax obligations following RSU vesting and a subsequent sale on 09/17/2025 implemented under a Rule 10b5-1 plan adopted on 09/17/2024. The filing provides weighted average pricing for the 09/16 sales and an explicit per-share price for 09/17. From a governance perspective, use of a 10b5-1 plan and disclosure of sell-to-cover treatment align with established insider trading controls and reduce concerns about opportunistic timing. The remaining beneficial ownership balances are disclosed, supporting transparency.

TL;DR Modest insider share sales; amounts are small relative to typical public-company floats and appear operationally routine.

The combined sale of 5,192 shares at ~ $23.28$23.50 per share does not by itself indicate a change in corporate outlook. The filer reduced holdings from an earlier level to 136,978 shares. The report includes the required explanatory footnotes describing tax-related sell-to-cover and the 10b5-1 plan. For investors, this filing documents compensation settlement mechanics rather than a strategic shift. Materiality for valuation or governance is likely limited absent other developments.

Insider Hoffman Allison C
Role General Counsel & Secretary
Sold 5,192 shs ($121K)
Type Security Shares Price Value
Sale Common Stock 2,059 $23.50 $48K
Sale Common Stock 3,133 $23.2844 $73K
Holdings After Transaction: Common Stock — 136,978 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 Reporting Person'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 $22.83 to $23.69 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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2024.
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).
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)
09/16/2025
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 09/16/2025 S(1) 3,133 D $23.2844(2) 139,037 D
Common Stock 09/17/2025 S(3) 2,059 D $23.5 136,978 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 Reporting Person'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 $22.83 to $23.69 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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 17, 2024.
/s/ Allison C. Hoffman 09/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Allison C. Hoffman report in the Form 4 for Phreesia (PHR)?

The Form 4 discloses the disposition of 3,133 shares on 09/16/2025 (weighted average price $23.2844) and 2,059 shares on 09/17/2025 at $23.50, leaving 136,978 shares beneficially owned.

Why were shares sold on 09/16/2025 according to the filing?

The filing states the 09/16/2025 shares were sold in non-discretionary transactions pursuant to the issuers mandatory sell-to-cover policy to cover tax withholding from the settlement of restricted stock units.

Was any sale made under a 10b5-1 plan?

Yes. The 09/17/2025 transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 09/17/2024.

How many shares does Allison C. Hoffman beneficially own after these transactions?

After the reported transactions, the filing shows she beneficially owns 136,978 shares of Phreesia common stock.

What price range did the 09/16/2025 sales occur at?

The 09/16/2025 sales occurred at prices ranging from $22.83 to $23.69 per share, with a reported weighted average of $23.2844.