PHR Form 4: Executive Converts Bonus to 3,374 RSUs (Including Spouse)

Rhea-AI Filing Summary

David Linetsky, President, Network Solutions at Phreesia, Inc. (PHR), reported grants of fully vested Restricted Stock Units on 09/11/2025. The filing shows the Reporting Person acquired 3,115 shares beneficially (RSUs converted in lieu of 50% of his cash bonus) and, indirectly through his spouse, 259 shares (RSUs converted in lieu of 50% of his spouse's cash bonus). The RSUs were calculated at $25.48 per share (the closing stock price on the grant date) and reflect an election to convert cash bonuses into RSUs at 115% of the earned amount. Following the reported transactions, the filing shows 177,117 shares beneficially owned directly and 9,976 shares indirectly. The Form 4 is signed by power of attorney on 09/15/2025.

Positive

• 3,115 RSUs acquired directly through conversion of earned cash bonus into equity
• 259 RSUs acquired indirectly via spouse's conversion of earned cash bonus into equity
• 115% conversion factor applied to bonus amounts, increasing share count relative to cash
• RSUs were fully vested as of the grant date, indicating no additional vesting conditions reported

Negative

• None.

Insights

Securities Insider Transactions Analyst

TL;DR: Routine, nondiscretionary RSU vesting and bonus conversion increases insider ownership modestly.

The reported transactions are grants of fully vested RSUs resulting from the Reporting Person and his spouse electing to convert 50% of respective cash bonuses into RSUs at a 115% conversion factor, priced at $25.48 per share on 09/11/2025. This is a common compensation election rather than an open-market purchase or sale and does not indicate a change in control or disposition. The incremental direct ownership of 3,115 shares and indirect ownership of 259 shares increases the officer's reported stake to 177,117 direct and 9,976 indirect shares, as recorded on the Form 4.

Corporate Compensation Specialist

TL;DR: Compensation-related RSU issuance aligns pay with equity and reflects standard incentive-plan mechanics.

The disclosure specifies that the RSUs were issued in lieu of cash bonuses under the issuer's Senior Executive Cash Incentive Bonus Plan and Variable Compensation Plan, with an election to receive 115% of the cash amount in RSUs. Such elections are typical for aligning management incentives with shareholder outcomes and are administratively recorded as vested awards. No derivative exercises, sales, or cash payments are reported in this filing.

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^*

Linetsky David

(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)
	President, Network Solutions

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		3,115	A	(1)	177,117	D
Common Stock	09/11/2025		A		259	A	(2)	9,976	I	By Spouse

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. 1. Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent awards received in lieu of 50% 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 portion of their cash bonus into RSUs representing 115% of the earned cash bonus amount. The number of RSUs granted is based on a per share value of $25.48, the closing price of the Issuer's common stock on September 11, 2025.

2. Represents RSUs that were fully vested as of the grant date. These RSUs represent awards received in lieu of 50% of the Reporting Person's spouse's cash bonus earned for the fiscal first half of the year ending January 31, 2026 under the Issuer's Variable Compensation Plan. The Reporting Person's spouse elected to convert such portion of their earned cash bonus into RSUs representing 115% of such amount. The number of RSUs granted is 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 David Linetsky	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.
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FAQ

What did Phreesia insider David Linetsky report on Form 4 (PHR)?

The Form 4 reports that David Linetsky acquired 3,115 RSUs directly and 259 RSUs indirectly (by spouse) on 09/11/2025, with RSUs valued at $25.48 per share.

Why were RSUs issued to David Linetsky according to the filing?

The RSUs were issued in lieu of 50% of the Reporting Person's and his spouse's cash bonuses earned for the first half of the fiscal year ending January 31, 2026, under the company's bonus plans.

How many shares does David Linetsky beneficially own after the reported transactions?

Following the transactions, the filing shows 177,117 shares beneficially owned directly and 9,976 shares beneficially owned indirectly.

What price per share was used to calculate the RSU grants?

The number of RSUs was based on a per share value of $25.48, the closing price on 09/11/2025.

When was the Form 4 signed and filed?

The Form 4 is signed by power of attorney on 09/15/2025 as shown in the filing.