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Phreesia president takes 8,816 RSUs in bonus swap

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Phreesia, Inc. (PHR) reported that David Linetsky, President, Network Solutions, acquired a total of 8,816 shares of common stock on September 14, 2026 through fully vested Restricted Stock Units (RSUs), consisting of 8,113 RSUs held directly and 703 RSUs held indirectly through his spouse, all received in lieu of portions of cash bonuses.

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Insider Linetsky David
Role President, Network Solutions
Type Security Shares Price Value
Grant/Award Common Stock F1 8,113 $0.00 $0.00
Grant/Award Common Stock F2 703 $0.00 $0.00
Holdings After Transaction: Common Stock — 424,169 shares (Direct); Common Stock — 22,586 shares (Indirect, By Spouse)
Footnotes (2)
  1. F1. Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent awards received in lieu of 50% of the Reporting Person's cash bonus earned for the first half of the fiscal year ending January 31, 2027 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 $10.42, the closing price of the Issuer's common stock on September 14, 2026.
  2. F2. Represents RSUs that were fully vested as of the grant date. These RSUs represent awards received in lieu of 25% of the Reporting Person's spouse's cash bonus earned for the first half of the fiscal year ending January 31, 2027 under the Issuer's Senior Executive Cash Incentive Bonus Plan. The Reporting Person's spouse 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 $10.42, the closing price of the Issuer's common stock on September 14, 2026.
RSUs granted to executive 8,113 shares Fully vested RSUs granted on September 14, 2026 in lieu of 50% of cash bonus
RSUs granted to spouse 703 shares Fully vested RSUs granted on September 14, 2026 in lieu of 25% of spouse’s cash bonus
Direct holdings after transaction 424,169 shares David Linetsky’s direct Phreesia common stock holdings following the RSU grants
Indirect holdings after transaction 22,586 shares Phreesia common stock held indirectly through spouse after the RSU grants
Per share value for RSUs $10.42 per share Closing price of Phreesia common stock on September 14, 2026 used to determine RSU quantities
RSU multiple of earned bonus 115% RSUs represent 115% of the earned cash bonus amount converted into stock
Restricted Stock Units ("RSUs") financial
"Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Senior Executive Cash Incentive Bonus Plan financial
"earned for the first half of the fiscal year ending January 31, 2027 under the Issuer's Senior Executive Cash Incentive Bonus Plan."
closing price financial
"based on a per share value of $10.42, the closing price of the Issuer's common stock on September 14, 2026."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Phreesia (PHR) disclose for David Linetsky?

On September 14, 2026, David Linetsky reported acquiring 8,113 RSUs of Phreesia common stock directly and 703 RSUs indirectly through his spouse, all fully vested as of the grant date and received in lieu of portions of cash bonuses under a senior executive incentive plan.

How many Phreesia (PHR) shares does David Linetsky hold after these RSU grants?

After the September 14, 2026 grants, David Linetsky holds 424,169 shares of Phreesia common stock directly and 22,586 shares indirectly through his spouse, as reported in the Form 4 filing.

What was the basis for valuing the RSUs granted to the Phreesia (PHR) executive and spouse?

The RSUs were valued using a $10.42 per share reference, the closing price of Phreesia’s common stock on September 14, 2026, and represent 115% of the earned cash bonus amounts that were converted into stock-based awards.

Were the Phreesia (PHR) RSU awards to David Linetsky immediately vested?

Yes. The filing states that both RSU awards to David Linetsky and his spouse were fully vested as of the grant date, meaning the shares were not subject to future service-based vesting conditions.

Were these Phreesia (PHR) insider transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the RSU awards as grants in lieu of cash bonuses, with no reference to a Rule 10b5-1 trading plan.

What portion of bonuses did the Phreesia (PHR) RSUs replace for the executive and spouse?

For David Linetsky, the RSUs represent 50% of his cash bonus for the first half of the fiscal year ending January 31, 2027. For his spouse, the RSUs represent 25% of her cash bonus for the same period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Linetsky David

(Last)(First)(Middle)
C/O PHREESIA
1521 CONCORD PIKE, SUITE 301 PMB 221

(Street)
WILMINGTON DELAWARE 19803

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Phreesia, Inc. [ PHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Network Solutions
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock09/14/2026A8,113A$0(1)424,169D
Common Stock09/14/2026A703A$0(2)22,586IBy Spouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 50% of the Reporting Person's cash bonus earned for the first half of the fiscal year ending January 31, 2027 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 $10.42, the closing price of the Issuer's common stock on September 14, 2026.
2. Represents RSUs that were fully vested as of the grant date. These RSUs represent awards received in lieu of 25% of the Reporting Person's spouse's cash bonus earned for the first half of the fiscal year ending January 31, 2027 under the Issuer's Senior Executive Cash Incentive Bonus Plan. The Reporting Person's spouse 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 $10.42, the closing price of the Issuer's common stock on September 14, 2026.
/s/ Allison Hoffman by Power of Attorney for David Linetsky09/16/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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