Phreesia SVP reports planned sale of 18,573 PHR shares at ~$30.37

Rhea-AI Filing Summary

Amy VanDuyn, SVP Human Resources of Phreesia, Inc. (PHR), reported a sale of common stock executed on 08/25/2025 under a pre-existing Rule 10b5-1 trading plan adopted January 10, 2025. The report shows 18,573 shares were disposed of at a weighted-average price of $30.3696 per share (sales occurred at prices ranging from $30.00 to $30.81). After the reported transactions, the filing indicates the reporting person beneficially owned 110,607 shares, held directly.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating pre-arranged, compliant trading
• Price range disclosed ($30.00 to $30.81) and weighted-average price provided ($30.3696), supporting transparency
• Reporting of beneficial ownership after transaction (110,607 shares) clarifies remaining insider stake

Negative

• Reporting person disposed of 18,573 shares, reducing insider ownership
• Filing does not disclose per-trade breakdown without request (only a weighted average and range are provided)

Insights

Financial Analyst

TL;DR: Insider executed a planned sale under a 10b5-1 plan; transaction appears routine and provides liquidity.

The sale of 18,573 shares at a weighted-average price of $30.3696 was effected pursuant to a Rule 10b5-1 plan adopted on January 10, 2025, which indicates pre-arranged trading rather than an opportunistic market-timing decision. The filing shows 110,607 shares remained beneficially owned following the sales. From an analytic perspective, this is a compliance-driven disposition that provides clarity on timing and price range ($30.00–$30.81) for the trades.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan demonstrates adherence to insider-trading controls and disclosure obligations.

The reporting indicates the transaction was executed under a written 10b5-1 plan, which typically mitigates regulatory risk by establishing an affirmative defense. The filer disclosed the weighted-average sale price and the price range and committed to provide detailed per-price breakdowns on request, reflecting transparency. The report was signed by an authorized attorney-in-fact on behalf of the reporting person, consistent with filing procedures.

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^*

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)
08/25/2025

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	08/25/2025		S(1)		18,573	D	$30.3696(2)	110,607	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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 10, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.81 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/ Allison Hoffman by Power of Attorney for Amy VanDuyn	08/27/2025
	** 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 did Amy VanDuyn (PHR) report on Form 4?

She reported the sale of 18,573 shares of Phreesia common stock executed on 08/25/2025 under a Rule 10b5-1 plan.

At what price were the PHR shares sold?

The weighted-average price was $30.3696 and the individual sale prices ranged from $30.00 to $30.81 per share.

How many PHR shares did the reporting person own after the sale?

110,607 shares were reported as beneficially owned following the transactions.

Was the sale part of a 10b5-1 plan for PHR insider trading?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted January 10, 2025.

Who filed the Form 4 for Amy VanDuyn (PHR)?

The form was signed by an attorney-in-fact on behalf of the reporting person as indicated in the filing.