Phreesia (NYSE: PHR) general counsel acquires shares via ESPP purchase

Rhea-AI Filing Summary

Phreesia, Inc. reported that its General Counsel and Secretary, Allison C. Hoffman, increased her ownership through the company’s 2019 Employee Stock Purchase Plan. On 12/31/2025, she acquired 610 shares of common stock at a purchase price of $14.38 per share, reflecting the plan’s feature that allows purchases at 85% of the closing stock price on the purchase date. Following this transaction, she beneficially owns 181,347 shares of Phreesia common stock in total, held directly.

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^*

Hoffman Allison C

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		A(1)		610	A	$14.38	181,347	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. Shares purchased pursuant to the Phreesia, Inc. 2019 Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of July 1, 2025 through December 31, 2025. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on December 31, 2025.

	/s/ Allison C. Hoffman	01/05/2026
	** 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).
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FAQ

What insider transaction was reported for Phreesia (PHR)?

The General Counsel and Secretary of Phreesia, Inc., Allison C. Hoffman, reported buying 610 shares of common stock on 12/31/2025 under the company’s Employee Stock Purchase Plan.

At what price were the new Phreesia (PHR) shares purchased?

The 610 shares of Phreesia common stock were purchased at a price of $14.38 per share, in line with the Employee Stock Purchase Plan terms.

What is the total Phreesia (PHR) share ownership of the reporting insider after this transaction?

After the reported purchase, Allison C. Hoffman beneficially owns 181,347 shares of Phreesia common stock, held directly.

What plan was used for the reported Phreesia (PHR) share purchase?

The shares were acquired through the Phreesia, Inc. 2019 Employee Stock Purchase Plan (ESPP) for the purchase period from July 1, 2025 through December 31, 2025.

How is the purchase price determined under Phreesia’s 2019 ESPP?

Under the 2019 ESPP, shares are purchased at a price equal to 85% of the closing price of Phreesia’s common stock on the applicable purchase date, which for this transaction was December 31, 2025.

What is the role of the reporting person at Phreesia (PHR)?

The reporting person, Allison C. Hoffman, serves as General Counsel & Secretary of Phreesia, Inc.