Phreesia (NYSE: PHR) CEO reports small mandatory sell-to-cover sale

Rhea-AI Filing Summary

Phreesia, Inc. insider activity: Chief Executive Officer and director Chaim Indig reported sales of Phreesia common stock on January 15 and 16, 2026. On January 15, he sold 3,038 shares at a weighted average price of $16.3795 per share, and on January 16 he sold 9,595 shares at a weighted average price of $16.3568 per share. According to the disclosure, these sales were non‑discretionary and made under the company’s mandatory sell‑to‑cover policy to satisfy tax withholding obligations arising from the settlement of restricted stock units.

After these transactions, Indig beneficially owned 1,361,535 shares of Phreesia common stock directly. In addition, 255,000 shares are reported as indirectly owned through the Indig Dynasty Trust, a family trust for which his sister‑in‑law serves as investment and distribution advisor and whose sole beneficiaries are members of his immediate family.

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^*

Indig Chaim

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		S(1)		3,038	D	$16.3795(2)	1,371,130	D
Common Stock	01/16/2026		S(1)		9,595	D	$16.3568(3)	1,361,535	D
Common Stock								255,000	I	Indig Dynasty Trust(4)

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 $16.185 to $16.49 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.14 to $16.495 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.

4. These shares are held by a family trust of which the reporting person's sister-in-law is the investment advisor and distribution advisor. Members of the reporting person's immediate family are the sole beneficiaries of such trust.

	/s/ Allison Hoffman by Power of Attorney for Chaim Indig	01/20/2026
	** 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 transactions did Phreesia (PHR) report for Chaim Indig?

The filing reports that Chief Executive Officer and director Chaim Indig sold 3,038 shares of Phreesia common stock on January 15, 2026 at a weighted average price of $16.3795 per share and 9,595 shares on January 16, 2026 at a weighted average price of $16.3568 per share.

Why did the Phreesia (PHR) CEO sell shares in January 2026?

The filing explains that the reported shares were disposed of in non‑discretionary transactions under Phreesia’s mandatory sell‑to‑cover policy, used to cover Chaim Indig’s tax withholding obligations related to the settlement of an award of restricted stock units.

How many Phreesia (PHR) shares does Chaim Indig own after these transactions?

Following the reported sales, Chaim Indig beneficially owned 1,361,535 shares of Phreesia common stock directly. The filing also lists 255,000 shares as indirectly owned through the Indig Dynasty Trust.

What are the price ranges for the Phreesia (PHR) insider sales?

For the January 15, 2026 transaction, the weighted average price was $16.3795 per share, with individual sale prices ranging from $16.185 to $16.49 per share. For the January 16, 2026 transaction, the weighted average price was $16.3568 per share, with prices ranging from $16.14 to $16.495 per share.

How are the Indig Dynasty Trust shares in Phreesia (PHR) described?

The filing states that 255,000 Phreesia shares are held by the Indig Dynasty Trust, a family trust where the reporting person’s sister‑in‑law serves as investment and distribution advisor and members of his immediate family are the sole beneficiaries.

Were the Phreesia (PHR) CEO’s January 2026 share sales discretionary?

No. The filing specifies that these shares were sold in non‑discretionary transactions under the issuer’s mandatory sell‑to‑cover policy to satisfy tax withholding obligations tied to restricted stock unit settlement.