Did the share withholdings in the Phreesia (PHR) Form 4 represent actual stock sales?

No. The 10,368 shares withheld on April 9, 2026 were retained by Phreesia to cover tax obligations from restricted stock unit settlements. The filing states these withholdings do not represent sales by David Linetsky or his spouse.

Phreesia (NYSE: PHR) exec sale and RSU tax withholdings under 10b5-1

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Phreesia, Inc. executive David Linetsky, President, Network Solutions, reported recent transactions in the company’s common stock. On April 10, 2026, he completed an open-market sale of 8,332 shares at $8.07 per share pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on January 15, 2025, and held 224,056 shares directly afterward.

On April 9, 2026, a total of 10,368 shares (9,454 held directly by Linetsky and 914 held indirectly through his spouse) were withheld by Phreesia at $9.15 per share to satisfy tax withholding obligations tied to the settlement of restricted stock units; these withholdings are explicitly described as not sales by the reporting person.

Insider Trade Summary 10b5-1

Net Seller: 8,332 shares ($67,239)

Net Sell 3 txns

Insider Linetsky David

Role President, Network Solutions

Sold 8,332 shs ($67K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,332	$8.07	$67K
Tax Withholding	Common Stock	9,454	$9.15	$87K
Tax Withholding	Common Stock	914	$9.15	$8K

Holdings After Transaction: Common Stock — 224,056 shares (Direct); Common Stock — 12,363 shares (Indirect, By Spouse)

Footnotes (1)

Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of restricted stock units and does not represent a sale by the Reporting Person. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2025.

Key Figures

Open-market sale shares: 8,332 shares Sale price: $8.07/share Direct holdings after sale: 224,056 shares +4 more

7 metrics

Open-market sale shares 8,332 shares Common Stock sold on April 10, 2026

Sale price $8.07/share Price for April 10, 2026 open-market sale

Direct holdings after sale 224,056 shares Direct ownership following April 10, 2026 transaction

Tax-withheld shares total 10,368 shares Shares withheld for taxes on April 9, 2026

Tax-withholding price $9.15/share Value used for April 9, 2026 RSU tax withholding

Direct shares after tax withholding 232,388 shares Direct holdings following April 9, 2026 withholding

Spouse shares after tax withholding 12,363 shares Indirect holdings by spouse after April 9, 2026 withholding

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax withholding obligations, open-market sale, +1 more

5 terms

Rule 10b5-1 trading plan financial

"This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"in connection with the settlement of restricted stock units and does not represent a sale"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

""direct_or_indirect": "I", "nature_of_ownership": "By Spouse""

Form 4 Insider Transactions: What Each Field Means →

04/13/2026 - 08:01 PM

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^*

Linetsky David

(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)
	President, Network Solutions

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/09/2026		F		9,454⁽¹⁾	D	$9.15	232,388	D
Common Stock	04/09/2026		F		914⁽¹⁾	D	$9.15	12,363	I	By Spouse
Common Stock	04/10/2026		S⁽²⁾		8,332	D	$8.07	224,056	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the settlement of restricted stock units and does not represent a sale by the Reporting Person.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 15, 2025.

	/s/ Allison Hoffman by Power of Attorney for David Linetsky	04/13/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Phreesia (PHR) executive David Linetsky report?

David Linetsky reported selling 8,332 Phreesia common shares at $8.07 on April 10, 2026. He also reported tax-related share withholdings tied to restricted stock unit settlements on April 9, 2026, which were not open-market sales.

How many Phreesia (PHR) shares does David Linetsky hold after these transactions?

After the April 10, 2026 sale, David Linetsky directly holds 224,056 Phreesia common shares. The filing also shows indirect holdings through his spouse, with 12,363 shares reported following the April 9, 2026 tax-withholding disposition.

Were any of David Linetsky’s recent Phreesia (PHR) transactions part of a Rule 10b5-1 plan?

Yes. The April 10, 2026 open-market sale of 8,332 Phreesia shares was executed under a Rule 10b5-1 trading plan. The plan was adopted on January 15, 2025, indicating the transaction timing was pre-arranged rather than opportunistic.

What prices were involved in the recent Phreesia (PHR) insider transactions?

The April 10, 2026 open-market sale occurred at $8.07 per share for 8,332 shares. On April 9, 2026, 10,368 shares were withheld at $9.15 per share to satisfy tax withholding tied to restricted stock unit settlements.