[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Evan Roberts, President, Provider Solutions at Phreesia, Inc. (PHR), reported a sale of 3,761 shares of common stock on 09/16/2025 at a weighted-average price of $23.2844 per share. After the transaction, the reporting person beneficially owned 726,837 shares. The filing states the shares were disposed of in non-discretionary transactions under the issuer's mandatory sell-to-cover policy to satisfy tax withholding obligations related to the settlement of restricted stock units. The sale was signed via power of attorney on 09/18/2025.

Insights

Financial Analyst

TL;DR: Routine insider sale to cover tax on RSU settlement; no new material change to ownership disclosed.

The Form 4 reports a non-discretionary sale of 3,761 shares at a weighted-average price of $23.2844 to satisfy tax withholding for settled restricted stock units. The disclosure is specific about timing, price range ($22.83 to $23.69), and the mandatory sell-to-cover policy, which suggests this is an administrative liquidity event rather than an open-market, discretionary sale. Ownership after the transaction is reported at 726,837 shares. From a financial perspective, this is a routine compliance filing and does not by itself indicate a change in company fundamentals.

Corporate Governance Expert

TL;DR: Filed correctly and includes required explanatory footnotes; shows adherence to insider reporting protocols.

The Form 4 includes required explanatory language detailing the mandatory sell-to-cover mechanism and provides the weighted-average price and price range for the multiple transactions. The signature is executed by a power of attorney, which is properly noted with a date. The filing contains the relationship of the reporting person to the issuer and reports the post-transaction beneficial ownership. This form adheres to Section 16 reporting obligations and provides sufficient disclosure for stakeholders to understand the nature of the transaction.

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).

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)
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)		3,761	D	$23.2844(2)	726,837	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 by Power of Attorney for Evan Roberts	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 Evan Roberts (PHR) report on Form 4?

He reported a sale of 3,761 shares on 09/16/2025 at a weighted-average price of $23.2844, reducing beneficial ownership to 726,837 shares.

Why were the shares sold according to the filing?

The shares were sold in non-discretionary transactions pursuant to the issuer's mandatory sell-to-cover policy to cover tax withholding obligations from the settlement of restricted stock units.

What price range was reported for the sale?

The filing states the shares were sold at prices ranging from $22.83 to $23.69 per share; the reported price is a weighted average of $23.2844.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Allison Hoffman by Power of Attorney for Evan Roberts on 09/18/2025.

What is Evan Roberts' role at Phreesia?

The filing lists his relationship as Officer with the title President, Provider Solutions and also marks him as a Director.