[Form 4] Phreesia, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Phreesia insider Yvonne Hui received 2,388 restricted stock units (RSUs) on 09/11/2025, increasing her beneficial ownership to 31,578 shares. The RSUs vested in full as of the grant date and were issued in lieu of the reporting person's cash bonus for the first half of the fiscal year ending January 31, 2026 under Phreesia's Senior Executive Cash Incentive Bonus Plan. Ms. Hui elected to convert the earned cash bonus into RSUs equal to 115% of the cash amount; the RSU grant count was calculated using the closing share price of $25.48 on September 11, 2025. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Hui on 09/15/2025.

Positive

• Acquisition of 2,388 RSUs increased the reporting person's beneficial ownership to 31,578 shares
• Compensation converted to equity (RSUs representing 115% of the earned cash bonus), which aligns the executive's interests with shareholders
• Grant valuation disclosed using the closing stock price of $25.48 on 09/11/2025

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider converted compensation into equity, strengthening executive-shareholder alignment without new cash outlay.

The reporting indicates an executive-level decision to take compensation in equity form: RSUs representing 115% of an earned cash bonus were granted and fully vested on the grant date. This practice commonly aligns management incentives with shareholder value because compensation value is tied to share price performance. The disclosed per-share valuation used to determine the RSU count was the closing price of $25.48 on 09/11/2025, and the transaction increased the reporting person's beneficial ownership to 31,578 shares. For governance review, this is a routine, transparent insider award disclosure and does not signal a change in control, employment terms, or a material corporate event beyond compensation settlement.

Securities Analyst

TL;DR: A non-cash compensation settlement added 2,388 RSUs to an officer's holdings; impact on float or financials is not disclosed here.

The Form 4 documents a grant of 2,388 RSUs that vested immediately and were issued in lieu of a cash bonus under the Senior Executive Cash Incentive Bonus Plan. The conversion factor used was 115% of the earned cash bonus amount, and grant sizing used the $25.48 closing price on the transaction date. The filing reports resulting beneficial ownership of 31,578 common shares. This is a routine insider transaction disclosure; there is no explicit information in the filing about overall share count, dilution, accounting treatment, or cash-flow effects, so quantifying broader financial impact is not possible from this document alone.

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
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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^*

Hui Yvonne

(Last) (First) (Middle)

C/O PHREESIA, INC.

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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		A		2,388	A	(1)	31,578	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. Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent awards received in lieu of the Reporting Person's cash bonus earned for the first half of the fiscal year ending January 31, 2026 under the Issuer's Senior Executive Cash Incentive Bonus Plan. The Reporting Person elected to convert such cash bonus into RSUs representing 115% of the earned cash bonus amount. The number of RSUs granted is based on a per share value of $25.48, the closing price of the Issuer's common stock on September 11, 2025.

	/s/ Allison Hoffman as Attorney-in-Fact for Yvonne Hui	09/15/2025
	** 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).
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.

FAQ

What transaction did Phreesia insider Yvonne Hui report on Form 4 (PHR)?

The Form 4 reports that Yvonne Hui was issued 2,388 restricted stock units (RSUs) on 09/11/2025, increasing her beneficial ownership to 31,578 shares.

Why were RSUs granted to Yvonne Hui instead of cash?

The RSUs were issued in lieu of the reporting person's cash bonus for the first half of the fiscal year ending January 31, 2026 under Phreesia's Senior Executive Cash Incentive Bonus Plan; the reporting person elected to convert the bonus to RSUs representing 115% of the earned cash bonus amount.

What price was used to determine the number of RSUs granted to Ms. Hui?

The number of RSUs granted was calculated using the issuer's closing common stock price of $25.48 on September 11, 2025.

When was the Form 4 signed and filed for this transaction?

The Form 4 shows a signature by an attorney-in-fact on behalf of Yvonne Hui dated 09/15/2025.

Do the disclosed RSUs have any stated vesting conditions in the Form 4?

The filing states the RSUs were fully vested as of the grant date; no additional vesting conditions are disclosed in this Form 4.