Phreesia (PHR) director takes 744-share deferred stock grant in lieu of cash

Rhea-AI Filing Summary

Phreesia, Inc. director Lainie Goldstein reported receiving 744 shares of common stock on January 30, 2026 at a price of $13.43 per share. This award was made as deferred stock units in lieu of an annual cash retainer under Phreesia’s Non-Employee Director Deferred Compensation Program.

After this grant, Goldstein beneficially owns 50,110 shares of Phreesia common stock in direct ownership form. The deferred stock units convert into underlying common stock 90 days after she leaves the board and has a qualifying separation from service under tax rules.

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^*

Goldstein Lainie

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		A		744(1)	A	$13.43	50,110	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. Granted as a result of director's election to receive deferred stock units ("DSUs") in lieu of an annual cash retainer pursuant to Phreesia, Inc.'s Non-Employee Director Deferred Compensation Program. The DSUs are awarded on the date such annual cash retainer would otherwise be payable (i.e., quarterly in arrears). Director shall receive underlying common stock 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.

	/s/ Allison Hoffman by Power of Attorney for Lainie Goldstein	02/02/2026
	** 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.

FAQ

What insider transaction did Phreesia (PHR) director Lainie Goldstein report?

Director Lainie Goldstein reported receiving 744 shares of Phreesia common stock on January 30, 2026. The shares were granted as deferred stock units in lieu of an annual cash retainer under the company’s Non-Employee Director Deferred Compensation Program.

At what price were the 744 Phreesia (PHR) shares granted to the director?

The 744 Phreesia shares granted to director Lainie Goldstein were valued at $13.43 per share. This price reflects the basis used for the deferred stock unit award replacing her quarterly director cash retainer under the company’s compensation program.

How many Phreesia (PHR) shares does director Lainie Goldstein now beneficially own?

After the January 30, 2026 grant, director Lainie Goldstein beneficially owns 50,110 Phreesia common shares. This total reflects her direct ownership following the receipt of 744 deferred stock units awarded under the company’s non-employee director compensation program.

Why did Phreesia (PHR) grant deferred stock units to its director instead of cash?

Phreesia granted deferred stock units because the director elected to receive equity instead of an annual cash retainer. Under the Non-Employee Director Deferred Compensation Program, directors may take quarterly board fees in DSUs, aligning compensation with the company’s stock performance over time.

When will the Phreesia (PHR) deferred stock units convert into common stock for the director?

The deferred stock units convert into common stock 90 days after the director ceases serving on Phreesia’s board and experiences a qualifying separation from service. This timing follows Section 409A tax rules governing deferred compensation and the company’s specified deferral mechanics.

Is the Phreesia (PHR) director’s 744-share award a market purchase or a compensation grant?

The 744-share award to the Phreesia director is a compensation grant, not a market purchase. It represents deferred stock units issued in place of a cash retainer, consistent with the company’s Non-Employee Director Deferred Compensation Program and quarterly fee schedule.