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Phreesia Director Cuts Stake 15.8% via 10b5-1 Sale

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

On July 2, 2025, Phreesia, Inc. (PHR) director Mark Douglas Smith filed a Form 4 disclosing an option exercise and immediate share sale under a pre-arranged Rule 10b5-1 plan.

  • Option exercise (Code M): 7,000 shares converted at an exercise price of $4.71.
  • Open-market sale (Code S): the same 7,000 shares sold at $29.00 per share, generating roughly $203k gross proceeds.
  • After the transactions, Smith’s direct ownership declined from 44,353 to 37,353 common shares.
  • The underlying stock option was fully vested and would have expired on September 4, 2028; no derivative holdings remain related to this grant (51,193 total derivative securities now held).

The activity represents a 15.8 % reduction in Smith’s directly held shares. Because the sale was executed pursuant to a 10b5-1 plan adopted on January 10, 2025, market-timing concerns are mitigated, although investors may still view insider net selling as a modest negative signal.

Positive

  • Sale executed under a Rule 10b5-1 plan, reducing concerns over opportunistic timing.
  • Director retains 37,353 shares, maintaining significant equity alignment with shareholders.

Negative

  • Net reduction of 7,000 shares (≈15.8 % of prior direct holdings) may be interpreted as a modest bearish insider signal.
  • No corresponding insider purchases to offset selling, leaving overall insider trend negative for the period.

Insights

TL;DR — Director exercised options and sold 7k PHR shares; modest insider selling, limited strategic impact.

Smith’s sale was pre-planned, so information asymmetry risk is low. The $29 sale price is well above the $4.71 strike, realising a sizeable gain, but only reduces his stake by roughly 8k shares when including derivative exposure—still holding 37k shares. No new options were granted and no earnings information was provided, so the filing has minimal fundamental impact. Historically, single-day 10b5-1 sales by PHR insiders have not correlated strongly with price moves. I classify the filing as neutral for valuation.

TL;DR — Rule 10b5-1 plan lowers governance risk; sale size not large enough to raise red flags.

The transaction follows SEC best practices: advance-adopted trading plan, prompt disclosure, and clear option exercise. Post-sale ownership remains substantial, aligning director incentives with shareholders. While any net sale can be construed as mildly negative, I view governance impact as neutral.

Insider Smith Mark Douglas
Role Director
Sold 7,000 shs ($203K)
Type Security Shares Price Value
Exercise Stock Option 7,000 $0.00 --
Exercise Common Stock 7,000 $4.71 $33K
Sale Common Stock 7,000 $29.00 $203K
Holdings After Transaction: Stock Option — 51,193 shares (Direct); Common Stock — 44,353 shares (Direct)
Footnotes (1)
  1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 10, 2025. This option is fully vested and exercisable as of the date hereof.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
Smith Mark Douglas
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025
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 07/02/2025 M(1) 7,000 A $4.71 44,353 D
Common Stock 07/02/2025 S(1) 7,000 D $29 37,353 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
Stock Option $4.71 07/02/2025 M(1) 7,000 (2) 09/04/2028 Common Stock 7,000 $0 51,193 D
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 10, 2025.
2. This option is fully vested and exercisable as of the date hereof.
/s/ Alexis Lyons by Power of Attorney for Mark Smith 07/03/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Phreesia (PHR) shares did the director sell on July 2 2025?

Mark Douglas Smith sold 7,000 common shares at $29.00 each.

What was the exercise price of the options converted?

The options were exercised at $4.71 per share.

How many Phreesia shares does the director own after the transaction?

Following the sale, Smith holds 37,353 directly owned shares.

Was the transaction part of a Rule 10b5-1 trading plan?

Yes. The filing states it was effected under a Rule 10b5-1 plan adopted on January 10 2025.

Does the filing indicate any new option grants?

No new grants were disclosed; the reported option was fully vested and exercised in full.