Phreesia (PHR) director Edward Cahill takes 744-share equity grant in lieu of cash

Rhea-AI Filing Summary

Phreesia, Inc. director Edward L. Cahill reported a small equity-based compensation grant. On January 30, 2026, he acquired 744 shares of common stock at $13.43 per share through an election to receive deferred stock units instead of an annual cash retainer.

Following this grant, Cahill beneficially owns 64,528 shares of Phreesia common stock in direct ownership. The deferred stock units convert into common shares either about 90 days after he leaves the board and has a qualifying separation from service, or five years after the grant date.

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

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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).

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^*

CAHILL EDWARD L

(Last) (First) (Middle)

C/O PHREESIA

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)
01/30/2026

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	01/30/2026		A		744(1)	A	$13.43	64,528	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 by Power of Attorney for Ed Cahill	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Phreesia (PHR) disclose for Edward L. Cahill?

Phreesia reported that director Edward L. Cahill acquired 744 shares of common stock on January 30, 2026. The acquisition reflects deferred stock units received instead of an annual cash retainer under the company’s non-employee director compensation program.

How many Phreesia (PHR) shares did Edward L. Cahill acquire and at what price?

Edward L. Cahill acquired 744 shares of Phreesia common stock at $13.43 per share. The shares were granted as equity compensation tied to deferred stock units, rather than purchased in an open-market trade.

How many Phreesia (PHR) shares does Edward L. Cahill own after this Form 4 transaction?

After the reported transaction, Edward L. Cahill beneficially owns 64,528 shares of Phreesia common stock directly. This total includes the 744-share grant received on January 30, 2026 as part of his director compensation.

What are deferred stock units (DSUs) in Phreesia’s director compensation program?

Deferred stock units are rights to receive Phreesia common shares at a future date instead of cash fees. Under the program, directors like Edward L. Cahill elect DSUs for retainers, with shares delivered after board service ends or five years after grant.

When will Edward L. Cahill receive the underlying Phreesia (PHR) shares from his DSUs?

Cahill will receive the underlying Phreesia common stock on the earlier of about 90 days after leaving the board with a qualifying separation from service, or five years from the deferred stock unit grant date.

Was Edward L. Cahill’s Phreesia (PHR) Form 4 transaction a market sale or purchase?

The Form 4 reflects an acquisition of 744 shares as equity compensation, not an open-market trade. The shares arise from deferred stock units granted instead of an annual cash retainer for his service as a non-employee director.