Phreesia CFO awarded 155,000 target share units

Earned units vest in thirds following certification and anniversaries, generally subject to continued service, and no later than September 1, 2031.

Rhea-AI Filing Summary

Phreesia, Inc. reported that Chief Financial Officer Balaji Gandhi received an award of 155,000 target performance stock units on September 1, 2026; each unit is a contingent right to receive one common share. The payout depends on stock-price hurdles of $17.00, $22.00, $27.00 and $32.00 per share, measured using the average closing price over any consecutive 60-trading-day period from September 1, 2026 through September 1, 2031. Actual units earned may range from 0% to 200% of target.

Insider Trade Summary

Grant/Award: 155,000 shares

Grant/Award 1 txn

Insider Gandhi Balaji

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units F1, F2, F3	155,000	$0.00	$0.00

Holdings After Transaction: Performance Stock Units — 155,000 contracts (Direct)

Footnotes (3)

1. F1. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.
2. F2. The award was granted at a target level of 155,000 PSUs. The number of PSUs that may be earned depends on achievement of specified stock-price hurdles during the performance period beginning September 1, 2026 and ending September 1, 2031. Achievement is measured using the average closing price of the Issuer's common stock over any consecutive 60-trading-day period. Potential payouts are 0%, 50%, 100%, 150% or 200% of the target number of PSUs, subject to the award's interpolation provisions. The applicable hurdles are $17.00, $22.00, $27.00 and $32.00 per share.
3. F3. PSUs earned with respect to an achieved hurdle vest one-third upon certification of achievement, one-third on the first anniversary of certification and one-third on the second anniversary, generally subject to continued service. Any outstanding earned PSUs vest no later than September 1, 2031. Earned and vested PSUs are settled in shares following vesting, subject to the deferred settlement provisions of the award. The actual number earned may range from zero to 200% of the target award. PSUs that are not earned by the end of the performance period are forfeited. Dividend equivalents accrue on the PSUs and are subject to the same earning and vesting conditions. Vested dividend equivalents are settled in shares when the related PSUs are settled.

Key Figures

Target performance stock units: 155,000 PSUs Stock-price hurdles: $17.00, $22.00, $27.00 and $32.00 per share Potential payout levels: 0%, 50%, 100%, 150% or 200% of target +2 more

5 metrics

Target performance stock units 155,000 PSUs Awarded September 1, 2026

Stock-price hurdles $17.00, $22.00, $27.00 and $32.00 per share Measured using the average closing price over any consecutive 60-trading-day period

Potential payout levels 0%, 50%, 100%, 150% or 200% of target Subject to the award's interpolation provisions

Performance period September 1, 2026 to September 1, 2031 Period for measuring achievement of stock-price hurdles

Shares per performance stock unit 1 common share Each PSU represents a contingent right to receive one share

Key Terms

Performance Stock Units, performance period, interpolation provisions, Dividend equivalents, +1 more

5 terms

Performance Stock Units technical

"Each performance stock unit ("PSU") represents a contingent right to receive one share"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

performance period technical

"during the performance period beginning September 1, 2026 and ending September 1, 2031"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

interpolation provisions technical

"subject to the award's interpolation provisions"

Dividend equivalents financial

"Dividend equivalents accrue on the PSUs"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

deferred settlement provisions financial

"subject to the deferred settlement provisions of the award"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PHR performance stock units did Balaji Gandhi receive?

Balaji Gandhi, Phreesia's Chief Financial Officer, received an award at a target level of 155,000 performance stock units on September 1, 2026. Each unit represents a contingent right to receive one share of Phreesia common stock.

What are the performance hurdles for Balaji Gandhi's PHR award?

The award lists stock-price hurdles of $17.00, $22.00, $27.00 and $32.00 per share. Achievement is measured using the average closing price over any consecutive 60-trading-day period during the performance period from September 1, 2026 through September 1, 2031. Potential payout levels are 0%, 50%, 100%, 150% or 200% of target, subject to the award's interpolation provisions.

When do Balaji Gandhi's PHR performance stock units vest?

Units earned for an achieved hurdle vest one-third upon certification, one-third on the first anniversary of certification and one-third on the second anniversary, generally subject to continued service. Outstanding earned units vest no later than September 1, 2031; units not earned by the end of the performance period are forfeited.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 07:02 PM Accepted by SEC EDGAR 09/28/2026 - 07:01 PM Learn about SEC filing dates

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^*

Gandhi Balaji

(Last) (First) (Middle)

C/O PHREESIA

1521 CONCORD PIKE, SUITE 301 PMB 221

(Street)

WILMINGTON DELAWARE 19803

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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
Performance Stock Units	$0(1)	09/01/2026		A		155,000(2)		(3)	09/01/2031(3)	Common Stock	155,000	$0	155,000	D

Explanation of Responses:

1. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.

2. The award was granted at a target level of 155,000 PSUs. The number of PSUs that may be earned depends on achievement of specified stock-price hurdles during the performance period beginning September 1, 2026 and ending September 1, 2031. Achievement is measured using the average closing price of the Issuer's common stock over any consecutive 60-trading-day period. Potential payouts are 0%, 50%, 100%, 150% or 200% of the target number of PSUs, subject to the award's interpolation provisions. The applicable hurdles are $17.00, $22.00, $27.00 and $32.00 per share.

3. PSUs earned with respect to an achieved hurdle vest one-third upon certification of achievement, one-third on the first anniversary of certification and one-third on the second anniversary, generally subject to continued service. Any outstanding earned PSUs vest no later than September 1, 2031. Earned and vested PSUs are settled in shares following vesting, subject to the deferred settlement provisions of the award. The actual number earned may range from zero to 200% of the target award. PSUs that are not earned by the end of the performance period are forfeited. Dividend equivalents accrue on the PSUs and are subject to the same earning and vesting conditions. Vested dividend equivalents are settled in shares when the related PSUs are settled.

	/s/ Allison Hoffman, as Attorney-in-Fact for Balaji Gandhi	09/28/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)