[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Yvonne Hui, Principal Accounting Officer of Phreesia, Inc. (PHR) reported the sale of 940 shares of Phreesia common stock on 09/16/2025. The disposition occurred under a mandatory sell-to-cover program to satisfy tax withholding tied to the settlement of a restricted stock unit award. The weighted-average sale price reported was $23.2844 per share, with individual sale prices ranging from $22.83 to $23.69 per share. After the reported disposition, the filing shows 30,638 shares beneficially owned by the reporting person. The Form 4 was signed by Allison Hoffman as attorney-in-fact for Yvonne Hui on 09/18/2025.

Positive

• Transparent disclosure of transaction date, weighted-average price, and price range for the sales
• Transaction executed under issuer's mandatory sell-to-cover policy, indicating administrative tax-withholding activity rather than discretionary selling
• Form 4 includes an explanation and attorney-in-fact signature, supporting compliance with Section 16 reporting requirements

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider sell-to-cover for RSU tax withholding; modest disposal reported, not indicative of strategic disposition.

The filing documents a non-discretionary sale of 940 shares executed to cover tax withholding from the settlement of restricted stock units. The disclosure includes the weighted-average price and a stated price range for individual transactions, which adds transparency for investors. There is no indication in this Form 4 of additional open-market selling or a change in role or control. Given the context provided, this appears to be an administrative transaction related to compensation settlement rather than a signal of material change in insider conviction.

Corporate Governance Expert

TL;DR: Compliance-focused filing demonstrating adherence to issuer policy and Section 16 reporting requirements.

The report clearly states the sale was pursuant to the issuer's mandatory sell-to-cover policy and includes the attorney-in-fact signature and explanation of the transactions. This meets standard disclosure and governance expectations for executive equity settlements. No governance concerns or unexplained leadership changes are disclosed in this Form 4.

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

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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).

1. Name and Address of Reporting Person^*

Hui Yvonne

(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)
	Principal Accounting Officer

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)		940	D	$23.2844(2)	30,638	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.

	/s/ Allison Hoffman as Attorney-in-Fact for Yvonne Hui	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.

FAQ

What did Phreesia (PHR) insider Yvonne Hui report on this Form 4?

The filing reports the sale of 940 shares on 09/16/2025 to satisfy tax withholding from the settlement of restricted stock units.

At what price were the shares sold by the reporting person in the PHR Form 4?

The Form 4 lists a weighted-average price of $23.2844 per share, with individual sale prices ranging from $22.83 to $23.69.

How many Phreesia shares does Yvonne Hui beneficially own after the reported transaction?

Following the reported sale, the filing shows 30,638 shares beneficially owned by the reporting person.

Why were the shares sold according to the Form 4 for PHR?

The shares were disposed of in non-discretionary transactions pursuant to the issuer's mandatory sell-to-cover policy to cover tax withholding on RSU settlement.

Who signed the Form 4 on behalf of Yvonne Hui for Phreesia (PHR)?

The Form 4 was signed by Allison Hoffman as Attorney-in-Fact for Yvonne Hui on 09/18/2025.