Form 4: Phreesia CFO Sells Shares for Tax Obligations

Phreesia's Chief Financial Officer, Balaji Gandhi, sold 3,829 shares of common stock to cover tax withholding obligations related to restricted stock units.

Summary

• Balaji Gandhi, Chief Financial Officer of Phreesia, Inc. (PHR), disposed of 3,829 shares of common stock.
• The transaction occurred on March 25, 2026, at a weighted average price of $11.2635 per share.
• The shares were sold in non-discretionary transactions as part of the Issuer's mandatory sell-to-cover policy.
• The purpose of the sale was to cover tax withholding obligations associated with the settlement of a restricted stock unit award.
• Following this transaction, Balaji Gandhi directly beneficially owns 146,740 shares of Phreesia common stock.
• The sales occurred within a price range of $11.10 to $11.415 per share.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. It is a routine, non-discretionary transaction for tax purposes, which does not reflect a change in management's confidence or the company's operational performance.

Positives

• The transaction was non-discretionary and executed under a Rule 10b5-1(c) plan, indicating a pre-arranged, routine event rather than a discretionary sale based on insider sentiment.
• The sale was specifically for tax withholding, a common and expected event for executives receiving equity compensation.

Negatives

• A reduction in direct beneficial ownership by a key executive, even if for tax purposes, slightly decreases their direct equity stake in the company.

Management Comments

• These 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

StockSavvy.ai notes that 'sell-to-cover' transactions are a standard and common practice across industries for executives who receive equity compensation, such as Restricted Stock Units (RSUs). These sales are typically non-discretionary and are executed to satisfy tax liabilities incurred upon the vesting of equity awards.

Comparison to Industry Standards

• This type of transaction is a standard industry practice for executives receiving equity compensation. Companies like Microsoft, Apple, and Google frequently see similar Form 4 filings from their executives for tax-related share disposals following RSU vesting.
• The execution under a Rule 10b5-1 plan aligns with best practices for insider trading compliance, demonstrating a pre-planned approach to equity transactions.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in company fundamentals or management's long-term view.
• Employees: No direct impact.

Key Dates

Keywords

Phreesia, PHR, Balaji Gandhi, CFO, Form 4, Insider Transaction, Stock Sale, Restricted Stock Units, RSU, Tax Withholding, Equity Compensation, Rule 10b5-1