Phreesia grants CFO 192,000 RSUs in stock award

Phreesia granted its CFO 192,000 time-vested RSUs, increasing his direct holdings to 348,931 shares.

Rhea-AI Filing Summary

Phreesia, Inc. (symbol: PHR) is the issuer of record for a Form 4 filing submitted to the SEC. Gandhi Balaji reported acquisition or exercise transactions in this Form 4 filing.

Phreesia, Inc. (PHR) reported that its Chief Financial Officer, Balaji Gandhi, received a grant of 192,000 Restricted Stock Units (RSUs) of common stock on September 1, 2026. Each RSU represents one share of common stock and will vest in five substantially equal annual installments beginning September 1, 2027, contingent on continued service. Following this grant, Gandhi holds 348,931 shares directly. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 192,000 shares

Grant/Award 1 txn

Insider Gandhi Balaji

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	192,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 348,931 shares (Direct)

Footnotes (1)

1. F1. The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in five substantially equal annual installments beginning on September 1, 2027, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Key Figures

RSUs granted: 192,000 units Post-transaction holdings: 348,931 shares Vesting schedule: 5 annual installments +2 more

5 metrics

RSUs granted 192,000 units Restricted Stock Units granted to CFO on September 1, 2026

Post-transaction holdings 348,931 shares CFO’s direct common stock holdings after the RSU grant

Vesting schedule 5 annual installments RSUs vest in five substantially equal annual installments beginning September 1, 2027

First vesting date September 1, 2027 Initial vesting date for the RSU award, subject to continued service

Price per RSU $0.00 per unit Reported transaction price per RSU for the compensation grant

Key Terms

Restricted Stock Units, contingent right, vesting, 2019 Stock Option and Incentive Plan

4 terms

Restricted Stock Units financial

"The shares reported in this transaction represent Restricted Stock Units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

contingent right financial

"Each RSU represents the contingent right to receive one share"

vesting financial

"The RSUs shall vest in five substantially equal annual installments"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

2019 Stock Option and Incentive Plan financial

"RSUs issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan"

FAQ

What insider transaction did Phreesia (PHR) report for CFO Balaji Gandhi?

Phreesia reported that CFO Balaji Gandhi received a grant of 192,000 RSUs of common stock on September 1, 2026. The award was reported as a grant or other acquisition of common stock as part of his equity compensation.

How many Phreesia (PHR) shares does the CFO hold after this RSU grant?

After the reported grant, CFO Balaji Gandhi directly holds 348,931 shares of Phreesia common stock. This figure includes the 192,000 RSUs reported in the transaction, each representing a contingent right to receive one share upon vesting.

What are the vesting terms of the 192,000 RSUs granted by Phreesia (PHR)?

The 192,000 RSUs vest in five substantially equal annual installments, starting on September 1, 2027. Vesting is subject to CFO Balaji Gandhi’s continued service to Phreesia through each applicable vesting date.

Does the RSU award to Phreesia’s (PHR) CFO have an exercise price?

The filing shows a price per share of $0.00 for the 192,000 RSUs, consistent with RSUs being a form of equity compensation that does not require an exercise price to receive the underlying shares upon vesting.

Was Phreesia’s (PHR) RSU grant to the CFO made under a Rule 10b5-1 plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that the 192,000 RSU grant to CFO Balaji Gandhi was made pursuant to a Rule 10b5-1 trading plan.

What does each RSU granted by Phreesia (PHR) to the CFO represent?

Each RSU in the 192,000-unit award represents a contingent right to receive one share of Phreesia common stock. Delivery of the shares occurs only upon vesting and is conditioned on the CFO’s continued service through each vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 08:33 PM Accepted by SEC EDGAR 09/03/2026 - 08:33 PM Learn about SEC filing dates

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).

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^*

Gandhi Balaji

(Last) (First) (Middle)

C/O PHREESIA

1521 CONCORD PIKE, SUITE 301 PMB 221

(Street)

WILMINGTON DELAWARE 19803

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/01/2026		A		192,000(1)	A	$0	348,931	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. The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in five substantially equal annual installments beginning on September 1, 2027, subject to the Reporting Person's continued service to the Issuer through each vesting date.

	/s/ Allison Hoffman, as Attorney-in-Fact for Balaji Gandhi	09/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)