Phreesia (NYSE: PHR) counsel sells shares under mandatory tax sell-to-cover

Rhea-AI Filing Summary

Phreesia, Inc. reported that its General Counsel & Secretary, Allison C. Hoffman, disposed of small blocks of common stock in mid‑January 2026. She sold 1,106 shares on January 15, 2026 at a weighted average price of $16.3795 per share and 3,995 shares on January 16, 2026 at a weighted average price of $16.3568 per share.

According to the footnotes, these sales were non‑discretionary transactions executed under the company’s mandatory sell‑to‑cover policy to satisfy tax withholding obligations arising from the settlement of restricted stock units. After the reported transactions, Hoffman beneficially owned 169,661 shares of Phreesia common stock, 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)
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)		1,106	D	$16.3795(2)	173,656	D
Common Stock	01/16/2026		S(1)		3,995	D	$16.3568(3)	169,661	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 $16.185 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.

	/s/ Allison C. Hoffman	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

Who is the insider trading Phreesia (PHR) stock in this Form 4?

The insider is Allison C. Hoffman, who serves as Phreesia, Inc.'s General Counsel & Secretary and is an officer of the company.

How many Phreesia (PHR) shares did Allison C. Hoffman sell and on what dates?

Allison C. Hoffman sold 1,106 shares of Phreesia common stock on January 15, 2026 and 3,995 shares on January 16, 2026.

At what prices were the Phreesia (PHR) insider sales executed?

The January 15, 2026 sale was at a weighted average price of $16.3795 per share, and the January 16, 2026 sale was at a weighted average price of $16.3568 per share.

Why were the Phreesia (PHR) shares sold by Allison C. Hoffman?

The footnotes state the shares were disposed of in non‑discretionary transactions under Phreesia’s mandatory sell‑to‑cover policy to cover tax withholding obligations from the settlement of restricted stock units.

How many Phreesia (PHR) shares does Allison C. Hoffman own after these transactions?

Following the reported transactions, Allison C. Hoffman beneficially owned 169,661 shares of Phreesia common stock, held directly.

Were the reported Phreesia (PHR) insider sale prices single trades or averages?

The filing notes that the reported prices are weighted average prices. The shares were sold in multiple transactions within price ranges from $16.185 to $16.49 per share on January 15 and from $16.14 to $16.495 per share on January 16.

Does the Phreesia (PHR) insider sale relate to restricted stock units (RSUs)?

Yes. The filing explains that the sales were made to satisfy tax withholding obligations in connection with the settlement of an award of restricted stock units.