[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 144 filed for ZipRecruiter, Inc. (ZIP) discloses the planned sale of 12,001 common shares by insider Boris Shimanovsky through Morgan Stanley Smith Barney. The shares—acquired as restricted stock units on 06-15-2025—have an aggregate market value of ≈ $55.9 k, implying a reference price of about $4.66 per share. The transaction is scheduled for 07-21-2025 on the NYSE.

The filing also lists prior 10b5-1 plan sales by the same insider in the past three months:

• 4,088 shares on 06-20-2025 for $20.8 k
• 7,330 shares on 05-20-2025 for $39.3 k

After these sales plus the proposed sale, total shares disposed within the rolling 90-day window would reach ≈ 23,500. Relative to the company’s 79.9 million shares outstanding, the new sale represents <0.02 % dilution and is therefore financially immaterial at the corporate level.

No earnings data, material events, or changes in corporate guidance accompany this notice; it is a routine disclosure required under Rule 144 for potential resales of restricted securities.

Insights

Securities Analyst

TL;DR: Small Rule 144 sale; negligible impact on ZIP valuation.

This filing signals an intended insider sale of 12 k shares—worth <$60 k—under Rule 144, following two prior sales. The cumulative volume remains de-minimis relative to ≈ 80 m shares outstanding and does not indicate deteriorating fundamentals or undisclosed risk. Typical diversification via a 10b5-1 plan; market impact should be minimal, although frequent insider sales can weigh on sentiment if trend persists.

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).

1. Name and Address of Reporting Person^*

Gandhi Balaji

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

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	07/17/2025		S(1)		886	D	$26.8858(2)	106,661	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 holder'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 $26.38 to $27.29 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Allison Hoffman, as Attorney-in-Fact for Balaji Gandhi	07/21/2025
	** 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

How many ZIP shares are being sold under this Form 144?

12,001 common shares are proposed for sale.

What is the estimated market value of the ZIP shares to be sold?

The filing cites an aggregate market value of about $55,925.

When is the planned sale date for the ZIP insider shares?

The approximate sale date is 07-21-2025.

Who is the ZIP insider selling the shares?

The shares are for the account of Boris Shimanovsky, per the 10b5-1 plan references.

How large is the proposed sale relative to shares outstanding?

The 12,001 shares equal less than 0.02 % of ZIP’s 79.9 million shares outstanding.

Were there recent ZIP insider sales before this filing?

Yes, 4,088 shares were sold on 06-20-2025 and 7,330 on 05-20-2025 under the same 10b5-1 plan.