[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Phreesia, Inc. insider Evan Roberts sold 48,547 shares under a pre-established Rule 10b5-1 plan. The Form 4 shows sales executed on 08/27/2025 (45,147 shares at a weighted-average price of $32.0199) and 08/28/2025 (3,400 shares at a weighted-average price of $32.4616). Following these transactions Roberts' reported beneficial ownership decreased from 727,768 to 724,368 shares. The filing was signed on behalf of Roberts by Allison Hoffman under power of attorney and discloses that the trades were effected pursuant to a 10b5-1 plan adopted April 15, 2025.

Positive

• Trades executed under a Rule 10b5-1 plan, indicating pre-established trading instructions and reduced appearance of opportunistic timing
• Filing includes weighted-average prices and offer to provide per-trade details, supporting transparency

Negative

• Insider disposed of 48,547 shares (45,147 on 08/27/2025 and 3,400 on 08/28/2025), reducing reported beneficial ownership
• Significant insider selling could be interpreted by some market participants as a liquidity or diversification action

Insights

Financial Analyst

TL;DR: Insider sold 48,547 shares via a Rule 10b5-1 plan, modestly reducing reported holdings.

The sales occurred over two dates at weighted-average prices of $32.0199 and $32.4616. Because the transactions were made pursuant to a 10b5-1 trading plan adopted April 15, 2025, they reflect pre-authorized dispositions rather than ad hoc sales tied to recent non-public developments. The reported post-sale beneficial ownership is 724,368 shares, down from 727,768 prior to the first sale. For investors, this is a routine disclosed insider liquidity event with limited immediate informational content on company fundamentals.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan and POA indicates procedural compliance with insider trading rules.

The filing explicitly states the trades were executed under a Rule 10b5-1 plan, which helps establish an affirmative defense under Rule 10b5-1(c). The filing is properly executed by power of attorney and includes footnotes disclosing the price ranges and willingness to provide transaction-level details. This presentation aligns with standard disclosure practices for director/officer sales and supports transparency in governance processes.

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^*

Roberts Evan

(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)
	President, Provider Solutions

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		S(1)		45,147	D	$32.0199(2)	727,768	D
Common Stock	08/28/2025		S(1)		3,400	D	$32.4616(3)	724,368	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 April 15, 2025.

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 $32.11 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.

	/s/ Allison Hoffman by Power of Attorney for Evan Roberts	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).
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 Evan Roberts report on Form 4?

Evan Roberts reported sales of 45,147 shares on 08/27/2025 and 3,400 shares on 08/28/2025, executed under a Rule 10b5-1 plan.

How many shares does Evan Roberts own after these transactions?

Roberts reported beneficial ownership of 724,368 shares following the reported transactions.

Were the sales pre-planned or ad hoc for PHR insider trades?

The Form 4 states the trades were effected pursuant to a 10b5-1 plan adopted April 15, 2025, indicating pre-planned dispositions.

What prices were the Phreesia shares sold at by the insider?

Weighted-average prices: $32.0199 for the 08/27/2025 sales (range $32.00–$32.11) and $32.4616 for the 08/28/2025 sales (range $32.00–$32.74).

Who signed the Form 4 filing for Evan Roberts?

The form was signed by Allison Hoffman by power of attorney for Evan Roberts on 08/29/2025.