Phreesia Insider Report: Amy VanDuyn Converts Bonus to 3,634 RSUs

Rhea-AI Filing Summary

Amy Beth VanDuyn, SVP Human Resources and an officer and director of Phreesia, Inc. (PHR), received 3,634 restricted stock units (RSUs) that vested in full on September 11, 2025, representing her election to convert a cash bonus earned for the first half of the fiscal year ending January 31, 2026 into equity at a per-share value of $25.48. After the award, the reporting person beneficially owns 114,241 shares. The Form 4 was signed by power of attorney on September 15, 2025.

Positive

• Officer elected equity over cash: conversion of earned cash bonus into RSUs aligns executive pay with shareholder interests

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider equity award reflecting compensation alignment, not a material change to control or ownership.

The reported transaction documents a standard conversion of a cash bonus into RSUs by an officer who is also a director. This increases the officer's direct equity stake to 114,241 shares and aligns compensation with shareholder interests. The filing shows no sales or disposition; it is a grant/vesting event reported under Section 16. Timing and disclosure are consistent with routine executive compensation practices.

Compensation Analyst

TL;DR: Compensation converted to equity at the market close price, indicating pay-for-performance alignment without immediate cash outflow.

The RSUs were calculated using a closing price of $25.48 on September 11, 2025 and represent 115% of the earned cash bonus amount under the companys Senior Executive Cash Incentive Bonus Plan. This conversion increases long-term equity exposure for the executive and defers cash payout, consistent with practices to retain senior management and link pay to share performance.

09/15/2025 - 05:19 PM

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^*

VanDuyn Amy Beth

(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)
	SVP, Human Resources

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		3,634	A	(1)	114,241	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 are based on a per share value of $25.48, the closing price of the Issuer's common stock on September 11, 2025.

	/s/ Allison Hoffman by Power of Attorney for Amy VanDuyn	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 Amy VanDuyn report on Form 4 for PHR?

The Form 4 reports receipt of 3,634 RSUs that vested on September 11, 2025 representing conversion of a cash bonus into equity.

How many Phreesia shares does Amy VanDuyn beneficially own after the reported transaction?

Following the reported transaction, the reporting person beneficially owns 114,241 shares.

At what price were the RSUs valued for the conversion?

The RSUs were based on a per-share value of $25.48, the closing price on September 11, 2025.

Why were the RSUs issued to Amy VanDuyn?

The 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 Senior Executive Cash Incentive Bonus Plan.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed by power of attorney on September 15, 2025.