Form 4: Phreesia CEO Chaim Indig Sells Shares Under 10b5-1 Plan

Phreesia CEO Chaim Indig exercised stock options and sold common stock in late August 2025, as part of a pre-arranged 10b5-1 trading plan.

Summary

• Chaim Indig, Phreesia's Chief Executive Officer and a Director, engaged in a series of transactions involving the company's common stock and stock options on August 27 and August 28, 2025.
• All reported transactions were executed pursuant to a Rule 10b5-1 trading plan, which was adopted by Mr. Indig on April 19, 2024.
• On August 27, 2025, Mr. Indig exercised options to acquire 21,870 shares of Common Stock at an exercise price of $4.71 per share and 70,377 shares at an exercise price of $8.03 per share.
• Also on August 27, 2025, Mr. Indig sold 92,247 shares of Common Stock at a weighted average price of $32.0166 per share, with individual sales ranging from $32.00 to $32.12.
• On August 28, 2025, Mr. Indig sold an additional 7,746 shares of Common Stock at a weighted average price of $32.4653 per share, with individual sales ranging from $32.00 to $32.74.
• On the same day, August 28, 2025, he exercised options to acquire 5,913 shares of Common Stock at $8.03 per share and 1,833 shares at $4.71 per share.
• Following these transactions, Mr. Indig directly beneficially owns 1,251,403 shares of Common Stock.
• Additionally, 255,000 shares of Common Stock are indirectly beneficially owned through the Indig Dynasty Trust.
• Remaining derivative securities include 389,519 direct stock options with an exercise price of $8.03 and an expiration date of January 16, 2029.

Sentiment

Score: 5

Explanation: The transactions represent routine insider activity under a pre-arranged 10b5-1 plan, which typically has a neutral impact on market sentiment. While it involves insider selling, the pre-scheduled nature mitigates concerns about immediate negative sentiment.

Positives

• The exercise of stock options at significantly lower prices ($4.71 and $8.03) compared to the market sale prices (over $32.00) indicates a substantial personal gain for the reporting person.
• The transactions were conducted under a Rule 10b5-1 trading plan, which suggests a pre-planned and orderly liquidity event rather than a reactive sale based on immediate negative news.

Negatives

• Insider selling, even when pre-planned, can sometimes be perceived by investors as a lack of confidence, although the 10b5-1 plan mitigates this concern.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This insider transaction report is specific to Phreesia, Inc. and its CEO, Chaim Indig. It does not provide information directly related to broader industry trends or competitor activities.

Related Party Transactions

• 255,000 shares of Common Stock are held indirectly by the Indig Dynasty Trust, a family trust where the reporting person's immediate family members are sole beneficiaries.

Stakeholder Impact

• Shareholders may view the insider selling with slight caution, but the execution under a Rule 10b5-1 plan suggests a pre-planned liquidity event rather than a reaction to new, undisclosed information, thus limiting significant negative impact.

Key Dates

Recommendation

The filing details routine insider transactions under a pre-arranged 10b5-1 plan. While the CEO sold shares, this was a scheduled event and not indicative of a change in fundamental outlook or immediate market sentiment. Therefore, it does not provide a basis for a strong buy or sell recommendation, and a 'hold' stance is appropriate based solely on this filing.

Keywords

Phreesia, PHR, Chaim Indig, insider trading, stock options, 10b5-1 plan, CEO, director, stock sale, beneficial ownership