Phreesia (NYSE: PHR) exec reports 1,500 RSUs granted to spouse

Rhea-AI Filing Summary

Linetsky David reported acquisition or exercise transactions in this Form 4 filing.

Phreesia executive David Linetsky, President of Network Solutions, reported an award of 1,500 restricted stock units to his spouse on July 15, 2025 at a reference price of $26.73 per share. The RSUs were granted under Phreesia’s 2019 Stock Option and Incentive Plan.

Each RSU represents the right to receive one share of Phreesia common stock, vesting 10% on July 15, 2026, 20% on July 15, 2027, 30% on July 15, 2028, and 40% on July 15, 2029, subject to Linetsky’s continued service. Following this grant, filings show 11,175 shares held indirectly via his spouse and 224,056 shares held directly. The filing also corrects a prior Form 4 by reclassifying 114 shares between direct and indirect ownership with no net change in total holdings.

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)
07/15/2025

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	07/15/2025		A		1,500(1)	A	$26.73	11,175(2)	I	By Spouse
Common Stock								224,056(2)	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 to the Reporting Person's spouse 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 vest as follows: 10% of the RSUs shall vest on July 15, 2026, 20% of the RSUs shall vest on July 15, 2027, 30% of the RSUs shall vest on July 15, 2028 and 40% of the RSUs shall vest on July 15, 2029, subject to the Reporting Person's continued service to the Issuer through each vesting date.

2. The total in Column 5 has been adjusted to correct an understatement of direct holdings by 114 shares and an overstatement of indirect holdings by 114 shares, first reflected in a Form 4 filed September 18, 2025. A sale of 114 shares by the Reporting Person's spouse on September 16, 2025 was timely reported but inadvertently reported the form of ownership as direct rather than indirect.

	/s/ Allison Hoffman by Power of Attorney for David Linetsky	02/17/2026
	** 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).
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FAQ

What does Phreesia (PHR) executive David Linetsky’s latest Form 4 report?

The Form 4 reports that David Linetsky received an indirect award of 1,500 restricted stock units for his spouse on July 15, 2025. These units were granted under Phreesia’s 2019 Stock Option and Incentive Plan and convert into common shares as they vest over four years.

How many Phreesia (PHR) RSUs were granted and at what price reference?

The filing shows an acquisition of 1,500 restricted stock units tied to Phreesia common stock at a reference price of $26.73 per share. Each RSU corresponds to one future share, subject to the vesting schedule and continued service conditions described in the grant.

What is the vesting schedule for the 1,500 Phreesia (PHR) RSUs?

The 1,500 RSUs vest over four years: 10% on July 15, 2026, 20% on July 15, 2027, 30% on July 15, 2028, and 40% on July 15, 2029. Vesting is conditioned on David Linetsky’s continued service with Phreesia through each vesting date.

How many Phreesia (PHR) shares does David Linetsky beneficially own after this Form 4?

After the reported transaction, the filing shows 11,175 shares of Phreesia common stock held indirectly by his spouse and 224,056 shares held directly. These amounts reflect updated totals in Column 5 of the Form 4 following the RSU grant and ownership reclassification.

Why did the Phreesia (PHR) Form 4 adjust 114 shares between direct and indirect holdings?

The Form 4 explains that Column 5 totals were corrected for a prior error involving 114 shares. A sale by Linetsky’s spouse on September 16, 2025 had been reported with the wrong ownership form, requiring an understatement correction in direct holdings and an overstatement correction in indirect holdings.

Are the 1,500 Phreesia (PHR) RSUs held directly by David Linetsky or by his spouse?

The filing states the 1,500 RSUs are issued to the reporting person’s spouse and reported as indirect ownership. Linetsky is the reporting person because of his role as an executive officer, but the shares are held for the benefit of his spouse under the incentive plan.