Phreesia (PHR) president reports automatic 94-share sale to cover RSU taxes

Rhea-AI Filing Summary

Phreesia, Inc. insider activity: President, Network Solutions David Linetsky reported a small automatic sale of company stock related to tax withholding. On December 17, 2025, 94 shares of Phreesia common stock were sold in a non-discretionary transaction under the company’s mandatory sell-to-cover policy to satisfy tax obligations from the settlement of restricted stock units. The weighted average sale price was $16.4863 per share, based on multiple trades between $16.26 and $16.59.

Following this transaction, the filing reports 9,789 shares held indirectly through the reporting person’s spouse and 237,829 shares held directly. The sale was executed as part of a structured policy rather than a discretionary open-market decision.

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

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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^*

Linetsky David

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Network Solutions

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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	12/17/2025		S(1)		94	D	$16.4863(2)	9,789	I	By Spouse
Common Stock								237,829	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. These shares were disposed of in non-discretionary transactions pursuant to the Issuer's mandatory sell-to-cover policy to cover the holder's tax withholding obligations in connection with the settlement of an award of restricted stock units.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.26 to $16.59 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Allison Hoffman by Power of Attorney for David Linetsky	12/19/2025
	** 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).
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FAQ

What insider transaction did Phreesia (PHR) report in this Form 4?

The Form 4 reports that David Linetsky, President, Network Solutions of Phreesia, Inc., had 94 shares of common stock sold on December 17, 2025 in a non-discretionary transaction to cover tax withholding from restricted stock unit settlement.

At what price were the Phreesia (PHR) shares sold in this insider transaction?

The filing shows a weighted average sale price of $16.4863 per share. The 94 shares were sold in multiple trades at prices ranging from $16.26 to $16.59 per share, inclusive.

How many Phreesia (PHR) shares does the insider report owning after this transaction?

After the reported transaction, the filing lists 9,789 shares of Phreesia common stock held indirectly by the spouse and 237,829 shares held directly by the reporting person.

Was the Phreesia (PHR) insider sale discretionary or part of a policy?

The filing explains that the 94 shares were sold in non-discretionary transactions under the issuer’s mandatory sell-to-cover policy to satisfy the holder’s tax withholding obligations tied to a restricted stock unit award.

Who signed the Phreesia (PHR) Form 4 for this insider transaction?

The Form 4 is signed /s/ Allison Hoffman by Power of Attorney for David Linetsky, dated December 19, 2025, indicating the use of a power of attorney to execute the filing.