[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Transaction close: On August 3, 2025 E2open Parent Holdings, Inc. (“E2open”) and E2open Holdings, LLC completed their previously announced merger with WiseTech Global Ltd. All outstanding Class A, B-1 and vested B-2 common shares and eligible Holdings units were cancelled for $3.30 cash; non-economic Class V shares and WiseTech-owned units were extinguished without consideration. E2open now operates as a wholly owned WiseTech subsidiary.

Key closing effects:

• NYSE trading halted before the August 4 open; Form 25 to delist and Form 15 to end SEC registration will follow.
• 2021 Credit Agreement fully repaid and terminated, eliminating outstanding loans and commitments.
• Public warrants now exercisable for the $3.30 cash price; warrant price temporarily cut to $3.2947 until September 3 2025, after which unexercised warrants will be cancelled.
• Board replaced by WiseTech appointees; CEO Andrew Appel and CFO Marje Armstrong step down but remain for transition and share in an $8.975 m transaction-bonus pool.
• Certificate of incorporation and bylaws amended; change-in-control completed.

Positive

• $3.30 cash exit provides immediate liquidity and certainty of value for all public shareholders.
• Full repayment and termination of the 2021 Credit Agreement removes leverage and associated covenants.
• Temporary warrant price reduction to $3.2947 offers near-term value creation for warrant holders.

Negative

• NYSE delisting ends public market liquidity and ongoing disclosure obligations.
• Unexercised warrants cancelled after September 3 2025, eliminating any residual optionality.
• CEO and CFO departures create leadership transition risk during integration.

Insights

M&A Specialist

TL;DR: $3.30-a-share cash buyout closes, E2open delists, debt repaid; integration risk now shifts to private owner.

The merger’s completion converts all public equity into cash, crystallising value at $3.30 and removing market volatility. Termination of the 2021 Credit Agreement cleans the balance sheet, while WiseTech assumes full operational control. Shareholders face no further upside but gain certainty; warrant holders have a 30-day window to monetise the discounted strike. Governance resets with an entirely new board, and key executives exit under negotiated packages. Overall impact is neutral to slightly positive for investors given liquidity, but future performance now depends solely on WiseTech’s private stewardship.

Portfolio Manager

TL;DR: Cash-out event ends ETWO exposure; holders receive $3.30, warrants expire soon, public float disappears.

The deal is materially impactful: it realises value, stops trading and ends ongoing disclosure. For portfolio managers, proceeds can be redeployed immediately, yet any upside from operational improvements transfers to WiseTech. The brief warrant arbitrage may offer incremental return. Delisting and Form 15 terminate liquidity and coverage, so position management is straightforward—collect cash, decide on warrant exercise and exit.

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^*

Munson Gillian

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		A		370(1)	A	$26.96	44,544	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. Granted as a result of director's election to receive deferred stock units ("DSUs") in lieu of an annual cash retainer pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. The DSUs are awarded on the date such annual cash retainer would otherwise be payable (i.e., quarterly in arrears). Director shall receive underlying common stock on the earlier of (i) 90 days after ceasing to serve as a member of the Board of Directors of the Issuer and incurring a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, or (ii) five years from the date of grant of the DSUs.

	/s/ Allison Hoffman as Attorney-in-Fact for Gillian Munson	08/04/2025
	** 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

How much will ETWO shareholders receive per share?

Each Class A, B-1 and vested B-2 share is converted into $3.30 cash.

When will ETWO cease trading on the NYSE?

Trading was halted August 4 2025; delisting becomes effective 10 days after NYSE files Form 25.

What happens to E2open public warrants?

Warrants now entitle holders to buy the $3.30 cash price; strike drops to $3.2947 until September 3 2025, then unexercised warrants are cancelled.

Is E2open still required to file SEC reports?

The company intends to file Form 15 after delisting, ending its reporting obligations under Sections 13 and 15(d).

Was E2open’s debt repaid at closing?

Yes. The Borrower repaid all loans and terminated commitments under the 2021 Credit Agreement concurrent with the merger.