Form 4: Phreesia CEO Sells Shares for Tax Obligations

Phreesia CEO Chaim Indig sold 8,440 shares of common stock at a weighted average price of $17.0071 to cover tax withholding obligations related to restricted stock unit settlement.

Summary

• Chaim Indig, Chief Executive Officer and Director of Phreesia, Inc. (PHR), reported a transaction on January 8, 2026.
• He disposed of 8,440 shares of Phreesia common stock in a non-discretionary transaction.
• The shares were sold at a weighted average price of $17.0071 per share, with individual sales ranging from $16.81 to $17.56.
• The purpose of the sale was to cover tax withholding obligations associated with the settlement of an award of restricted stock units, as per the Issuer's mandatory sell-to-cover policy.
• Following this transaction, Chaim Indig directly beneficially owns 1,374,168 shares of common stock.
• An additional 255,000 shares are indirectly beneficially owned through the Indig Dynasty Trust, where members of his immediate family are the sole beneficiaries.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary sale to cover tax obligations on restricted stock units, which does not reflect a change in management's confidence in the company.

Positives

• The transaction was a non-discretionary sale to cover tax obligations, which is a routine event and does not indicate a lack of confidence in the company by the CEO.
• Chaim Indig retains significant direct and indirect beneficial ownership in Phreesia, Inc., totaling 1,629,168 shares after the transaction.

Negatives

• The transaction resulted in a reduction of Chaim Indig's direct beneficial ownership by 8,440 shares.

Future Outlook

This Form 4 filing, which reports an insider transaction, does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• Shares were disposed of in non-discretionary transactions pursuant to the Issuer's mandatory sell-to-cover policy to cover the holder's tax withholding obligations in connection with the settlement of an award of restricted stock units.

Industry Context

The sale of shares by an executive to cover tax obligations upon the vesting or settlement of equity awards (like restricted stock units) is a common and standard practice across industries for executives receiving equity compensation. It is generally not indicative of a change in the company's operational performance or strategic direction.

Comparison to Industry Standards

• The practice of executives selling shares to cover tax withholding obligations on equity awards is a standard industry practice, consistent with compensation structures that include restricted stock units or other forms of equity compensation.
• This type of transaction is routine and does not typically reflect a discretionary investment decision by the insider, unlike open market purchases or sales for personal investment reasons.

Related Party Transactions

• 255,000 shares are indirectly beneficially owned through the Indig Dynasty Trust, where the reporting person's sister-in-law is the investment and distribution advisor, and members of the reporting person's immediate family are the sole beneficiaries.

Stakeholder Impact

• Shareholders: Minimal impact due to the small, routine nature of the sale, which is unlikely to affect the company's valuation or operational performance.
• Employees: No direct impact on employees is indicated by this transaction.

Key Dates

Recommendation

The reported transaction is a non-discretionary sale of shares by the CEO to cover tax withholding obligations associated with the settlement of restricted stock units. This is a common and expected event for executives receiving equity compensation and does not indicate a change in the company's fundamentals or the CEO's long-term outlook. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Phreesia, PHR, Chaim Indig, Insider Trading, Form 4, Stock Sale, CEO, Restricted Stock Units, Tax Withholding, Equity Compensation