Phreesia director awarded 377 stock units

Goldstein Lainie reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Goldstein Lainie reported acquisition or exercise transactions in this Form 4 filing.

Phreesia, Inc. director Lainie Goldstein received an equity-based director fee on July 31, 2026, through a grant of 377 deferred stock units tied to common stock at a reported price of $10.73 per share. The units were granted under Phreesia’s Non-Employee Director Deferred Compensation Program in lieu of a quarterly cash retainer, increasing her reported direct holdings to 70,862 shares. Under the program, the underlying common stock is issued 90 days after she leaves the board and has a qualifying separation from service under Section 409A.

Insider Trade Summary

Grant/Award: 377 shares

Grant/Award 1 txn

Insider Goldstein Lainie

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	377	$10.73	$4K

Holdings After Transaction: Common Stock — 70,862 shares (Direct)

Footnotes (1)

1. F1. 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 90 days after director ceases to serve as a member of the Board of Directors of the Issuer and incurs a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

Key Figures

Shares granted: 377 shares Grant price: $10.73 per share Holdings after transaction: 70,862 shares

3 metrics

Shares granted 377 shares Deferred stock unit-related common stock grant to director on July 31, 2026

Grant price $10.73 per share Recorded transaction price per share for the 377-share award

Holdings after transaction 70,862 shares Director’s reported direct beneficial ownership following the grant

Key Terms

deferred stock units, Non-Employee Director Deferred Compensation Program, separation from service, Section 409A

4 terms

deferred stock units financial

"Granted as a result of director's election to receive deferred stock units"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Non-Employee Director Deferred Compensation Program financial

"pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program"

separation from service regulatory

"incurs a "separation from service" within the meaning of Section 409A"

Section 409A regulatory

"within the meaning of Section 409A of the Internal Revenue Code of 1986"

FAQ

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

What insider transaction did Phreesia (PHR) director Lainie Goldstein report?

Lainie Goldstein reported an award of 377 Phreesia common shares linked to deferred stock units on July 31, 2026. This grant reflects her choice to take a quarterly director cash retainer in equity instead, as part of Phreesia’s Non-Employee Director Deferred Compensation Program.

How many Phreesia (PHR) shares does Lainie Goldstein hold after this Form 4 transaction?

After the reported grant, Lainie Goldstein’s direct holdings total 70,862 shares of Phreesia common stock. This figure comes from the Form 4’s post-transaction ownership column, which shows her reported beneficial ownership following the 377-share deferred stock unit award.

What was the reference price for Lainie Goldstein’s Phreesia (PHR) equity award?

The 377-share award to Lainie Goldstein was recorded at a per-share price of $10.73. This price is listed as the transaction price per share for the common stock tied to her deferred stock units, providing the valuation basis for the director fee paid in equity.

Why did Phreesia (PHR) grant deferred stock units instead of cash to Lainie Goldstein?

The shares were granted because Lainie Goldstein elected to receive deferred stock units in lieu of an annual cash director retainer. Under Phreesia’s Non-Employee Director Deferred Compensation Program, the DSUs replace cash fees and convert into common stock after she leaves the board and meets separation rules.

When will Lainie Goldstein receive the underlying Phreesia (PHR) common stock for these deferred stock units?

She will receive the underlying Phreesia common stock 90 days after she ceases to serve on the board and incurs a qualifying “separation from service.” This timing follows Section 409A of the Internal Revenue Code and the company’s Non-Employee Director Deferred Compensation Program terms.

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

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Available on EDGAR 08/03/2026 - 04:14 PM Accepted by SEC EDGAR 08/03/2026 - 04:13 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^*

Goldstein Lainie

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

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
Common Stock	07/31/2026		A		377(1)	A	$10.73	70,862	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 90 days after director ceases to serve as a member of the Board of Directors of the Issuer and incurs a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

	/s/ Allison Hoffman by Power of Attorney for Lainie Goldstein	08/03/2026
	** 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)