PHR Form 4: CEO exercises options and disposes ~100k shares at ~$32

Rhea-AI Filing Summary

Chaim Indig, Chief Executive Officer and a director of Phreesia, Inc. (PHR), reported multiple option exercises and open-market sales on August 27-28, 2025 under a Rule 10b5-1 trading plan adopted April 19, 2024. The filing shows acquisition of 99,993 shares through exercise of vested options at strike prices of $8.03 and $4.71 and simultaneous open-market sales of 99,993 shares at weighted average prices of $32.0166 and $32.4653 (sales executed across price ranges of $32.00–$32.74). Following the transactions, Indig directly beneficially owned 1,259,149 shares and indirectly held 255,000 shares in the Indig Dynasty Trust. Several options remain outstanding with exercisable dates through January 16, 2029.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, indicating pre-arranged, non-discretionary sales
• Exercise of fully vested options, converting compensation-related derivatives into common stock
• Reporting includes weighted-average price ranges and an undertaking to provide tranche-level sale details upon request

Negative

• Open-market sales of 99,993 shares across August 27-28, 2025 at weighted-average prices of $32.0166 and $32.4653
• Direct beneficial ownership decreased from prior reported totals due to the reported disposals (post-transaction direct holdings: 1,259,149 shares)

Insights

Corporate Governance Expert

TL;DR: Routine insider exercises and sales under a pre-established 10b5-1 plan; disclosure aligns with customary governance practices.

The reporting shows that the CEO exercised fully vested options and executed pre-planned open-market sales under a Rule 10b5-1 plan adopted April 19, 2024. The pattern—exercise of options at specified strikes and contemporaneous sales at materially higher market prices—reduces insider ownership concentration while realizing option gains. Disclosure includes weighted-average sale prices and affirmations to provide tranche-level sale data on request, which supports transparency. No new compensation grants or extraordinary governance actions are reported.

Securities Analyst

TL;DR: Material share movements disclosed but consistent with option exercise monetization and a 10b5-1 plan, not an ad hoc sale.

The filing documents acquisition of shares via option exercises (totaling 99,993 shares acquired on exercise dates) and open-market sales of the same quantity across two days at weighted-average prices of $32.0166 and $32.4653. Post-transactions, the reporting person still holds over 1.25 million shares directly plus 255,000 indirectly, indicating continued significant ownership. The remaining outstanding options extend to 2029, providing future potential vesting/exercise events.

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).

X

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^*

Indig Chaim

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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	08/27/2025		M(1)		21,870	A	$4.71	1,273,273	D
Common Stock	08/27/2025		M(1)		70,377	A	$8.03	1,343,650	D
Common Stock	08/27/2025		S(1)		92,247	D	$32.0166(2)	1,251,403	D
Common Stock	08/28/2025		S(1)		7,746	D	$32.4653(3)	1,251,403	D
Common Stock	08/28/2025		M(1)		5,913	A	$8.03	1,259,149	D
Common Stock	08/28/2025		M(1)		1,833	A	$4.71	1,253,236	D
Common Stock								255,000	I	Indig Dynasty Trust(4)

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
Stock Options (Right to Buy)	$8.03	08/27/2025		M(1)			70,377	(5)	01/16/2029	Common Stock	70,377	$0	395,432	D
Stock Option (Right to Buy)	$4.71	08/27/2025		M(1)			21,870	(5)	01/30/2028	Common Stock	21,870	$0	1,833	D
Stock Options (Right to Buy)	$8.03	08/28/2025		M(1)			5,913	(5)	01/16/2029	Common Stock	5,913	$0	389,519	D
Stock Option (Right to Buy)	$4.71	08/28/2025		M(1)			1,833	(5)	01/30/2028	Common Stock	1,833	$0	0	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 19, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.12 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 $32.00 to $32.74 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.

4. These shares are held by a family trust of which the reporting person's sister-in-law is the investment advisor and distribution advisor. Members of the reporting person's immediate family are the sole beneficiaries of such trust.

5. This option is fully vested and exercisable as of the date hereof.

	/s/ Allison Hoffman by Power of Attorney for Chaim Indig	08/29/2025
	** 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).
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FAQ

What actions did Phreesia CEO Chaim Indig report on Form 4 (PHR)?

Answer: He reported option exercises and open-market sales on August 27-28, 2025 under a Rule 10b5-1 plan, acquiring and selling 99,993 shares.

How many shares did Chaim Indig sell and at what prices (PHR)?

Answer: He sold 92,247 shares on 08/27/2025 at a weighted-average price of $32.0166 and 7,746 shares on 08/28/2025 at a weighted-average price of $32.4653 (total sold: 99,993).

How many shares does Chaim Indig beneficially own after these transactions (PHR)?

Answer: He directly beneficially owned 1,259,149 shares following the reported transactions and indirectly held 255,000 shares in the Indig Dynasty Trust.

Were the sales discretionary or part of a pre-set plan for Phreesia insider trades?

Answer: The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted April 19, 2024.

What option strikes and exercisable dates are disclosed in the Form 4 (PHR)?

Answer: Options exercised had strikes of $8.03 and $4.71; some options remain exercisable with expiration through 01/16/2029 and exercisable dates noted (e.g., 01/30/2028, 01/16/2029).