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  4. [Form 4] Phreesia, Inc. Insider Trading Activity

PHR Form 4: Officer sale tied to RSU tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Phreesia (PHR) reported an insider transaction by its President, Network Solutions. On 10/17/2025, the reporting person sold 2,059 shares of common stock (code S) at a weighted average price of $22.3612. The filing states the sales were non‑discretionary under the company’s mandatory sell‑to‑cover policy to satisfy tax withholding tied to the settlement of restricted stock units.

Following the transaction, the insider beneficially owned 171,829 shares directly and 9,883 shares indirectly through a spouse.

Positive

  • None.

Negative

  • None.
Insider Linetsky David
Role President, Network Solutions
Sold 2,059 shs ($46K)
Type Security Shares Price Value
Sale Common Stock 2,059 $22.3612 $46K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 171,829 shares (Direct); Common Stock — 9,883 shares (Indirect, By Spouse)
Footnotes (1)
  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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.195 to $22.66 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.
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Form 4 Insider Transactions: What Each Field Means →
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*
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)
10/17/2025
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 10/17/2025 S(1) 2,059 D $22.3612(2) 171,829 D
Common Stock 9,883 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. 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 $22.195 to $22.66 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 David Linetsky 10/21/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Phreesia (PHR) disclose in this Form 4?

An officer sold 2,059 shares of common stock on 10/17/2025 at a weighted average price of $22.3612.

Why were the PHR shares sold by the insider?

The filing states they were non-discretionary sales under a mandatory sell-to-cover policy to satisfy tax withholding from RSU settlement.

How many PHR shares does the insider own after the transaction?

Beneficial ownership is 171,829 shares directly and 9,883 shares indirectly via a spouse.

What was the transaction code for the sale?

Transaction code S, indicating an open market sale.

Was the reported price a single trade price?

No. It was a weighted average; trades occurred from $22.195 to $22.66 per share.

What is the insider’s role at Phreesia?

The reporting person is an Officer, serving as President, Network Solutions.