Phreesia (PHR) director Mark D. Smith awarded 19,290 RSUs with deferred settlement

Rhea-AI Filing Summary

Smith Mark Douglas reported acquisition or exercise transactions in this Form 4 filing.

Phreesia, Inc. director Mark Douglas Smith received a grant of 19,290 Restricted Stock Units (RSUs) of common stock valued at $9.59 per unit. Each RSU represents the right to receive one share of common stock and will vest in full on the earlier of June 24, 2027 or the next annual stockholder meeting.

Following this compensation-related award, Smith holds 56,643 shares of Phreesia common stock directly. He has elected to defer settlement of this RSU grant under the company’s Non-Employee Director Deferred Compensation Program, receiving the underlying shares either within 90 days after leaving the board and incurring a separation from service, or five years from the grant date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Mark Douglas

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	19,290	$9.59	$185K

Holdings After Transaction: Common Stock — 56,643 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 19,290 units Grant value per unit: $9.59 per RSU Shares after transaction: 56,643 shares +3 more

6 metrics

RSUs granted 19,290 units Restricted Stock Units granted to director Mark Douglas Smith

Grant value per unit $9.59 per RSU Reference price for RSU award on common stock

Shares after transaction 56,643 shares Total common shares held directly after RSU grant

Vesting date trigger June 24, 2027 Latest vesting date; earlier vest on next annual meeting

Deferral outer limit 5 years Maximum time from grant before deferred RSUs settle

Post-service payout window 90 days Settlement window after director separation from service

Key Terms

Restricted Stock Units ("RSUs"), Phreesia, Inc. 2019 Stock Option and Incentive Plan, Non-Employee Director Deferred Compensation Program, separation from service, +1 more

5 terms

Restricted Stock Units ("RSUs") financial

"The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Phreesia, Inc. 2019 Stock Option and Incentive Plan financial

"RSUs issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan."

Non-Employee Director Deferred Compensation Program financial

"Director has elected to defer this grant pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program."

separation from service regulatory

"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"

Section 409A of the Internal Revenue Code of 1986 regulatory

"within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 04:22 PM Accepted by SEC EDGAR 06/26/2026 - 04:22 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^*

Smith Mark Douglas

(Last) (First) (Middle)

C/O PHREESIA, INC.

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)
06/24/2026

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	06/24/2026		A		19,290(1)	A	$9.59	56,643	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. The shares reported in this transaction represent Restricted Stock Units ("RSUs") issued under the Phreesia, Inc. 2019 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in full upon the earlier of (i) June 24, 2027 and (ii) the next annual meeting of the Issuer's stockholders. Director has elected to defer this grant pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. Director shall receive underlying common stock on the earlier of (a) 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, or (b) five years from the date of grant of the deferred RSUs.

	/s/ Allison Hoffman by Power of Attorney for Mark Smith	06/26/2026
	** 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)

FAQ

What insider transaction did Phreesia (PHR) director Mark Douglas Smith report?

Mark Douglas Smith reported receiving 19,290 Restricted Stock Units (RSUs) of Phreesia common stock as a compensation grant. Each RSU equals one share, with a reference value of $9.59 per unit, and vests based on future service as a director.

When do Mark Douglas Smith’s new Phreesia (PHR) RSUs vest?

The 19,290 Phreesia RSUs granted to Mark Douglas Smith vest in full on the earlier of June 24, 2027 or the company’s next annual stockholder meeting. This structure ties the award to his continuing board service over that period.

How many Phreesia (PHR) shares does Mark Douglas Smith hold after this Form 4?

After the reported RSU grant, Mark Douglas Smith holds 56,643 shares of Phreesia common stock directly. This figure reflects his position following the award and provides context for the relative size of this compensation-related acquisition.

What does the deferral election mean for Mark Douglas Smith’s Phreesia RSUs?

Smith elected to defer this RSU grant under Phreesia’s Non-Employee Director Deferred Compensation Program. He will receive the underlying common shares either within 90 days after separating from the board or five years from the grant date, whichever occurs first.

Are Mark Douglas Smith’s Phreesia (PHR) RSUs tied to any specific tax rules?

Yes. The footnote states that payment timing for the deferred RSUs references a “separation from service” within the meaning of Section 409A of the Internal Revenue Code. This framework governs deferred compensation timing and is reflected in the plan’s payout conditions.