[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider sale by Phreesia CFO to cover RSU taxes. Balaji Gandhi, Chief Financial Officer of Phreesia, Inc. (PHR), reported a sale of 4,183 shares of the companys common stock on 09/16/2025 under code S(1). The shares were disposed of pursuant to the issuers mandatory sell-to-cover policy to satisfy tax withholding on the settlement of restricted stock units. The reported weighted-average sale price was $23.2844, with transaction prices ranging from $22.83 to $23.69. Following the sale, Mr. Gandhi beneficially owns 99,125 shares directly. The Form 4 was signed by an attorney-in-fact on 09/18/2025. No derivative transactions were reported.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover transaction by the CFO; ownership remains meaningful, so impact is likely neutral.

The reported sale of 4,183 shares appears to be a non-discretionary, administrative sell-to-cover tied to RSU tax withholding rather than a voluntary market-timed disposition. The weighted-average price of $23.2844 and the disclosed price range provide transparency about execution. Retaining 99,125 shares signals continued direct ownership exposure. For investors, this filing documents insider tax-related liquidity but does not, by itself, indicate a change in insider conviction or a material shift in control.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure consistent with standard equity award settlement practices; governance impact minimal.

The Form 4 clearly states the transaction code and the explanatory footnote that ties the sale to a mandatory company policy for withholding on RSU settlement. The filing adheres to disclosure norms by providing the weighted-average price and a promise to supply per-price details if requested. From a governance perspective, this is a routine compliance event with no reported related-party or unusual arrangements, and therefore it is unlikely to raise governance concerns.

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)
09/16/2025

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	09/16/2025		S(1)		4,183	D	$23.2844(2)	99,125	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 Reporting Person'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 $22.83 to $23.69 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, as Attorney-in-Fact for Balaji Gandhi	09/18/2025
	** 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 CFO Balaji Gandhi report on Form 4 (PHR)?

The Form 4 reports a sale of 4,183 common shares on 09/16/2025 and that the reporting person now directly owns 99,125 shares.

Why were the shares sold by the reporting person?

The shares were disposed of in non-discretionary transactions pursuant to the issuers mandatory sell-to-cover policy to cover tax withholding on RSU settlement.

At what price were the shares sold?

The reported weighted-average sale price was $23.2844; individual sale prices ranged from $22.83 to $23.69.

Were any derivative transactions reported?

No derivative securities (options, warrants, or convertible instruments) were reported on this Form 4.

When was the Form 4 filed and signed?

The transaction occurred on 09/16/2025, and the Form 4 was signed by an attorney-in-fact on 09/18/2025.