Form 4: Phreesia CFO Sells Shares for Tax Obligations Following RSU Vesting
Insider Transaction Report
Phreesia, Inc.'s Chief Financial Officer, Balaji Gandhi, sold 886 shares of common stock on July 17, 2025, at a weighted average price of $26.8858 per share, to cover tax withholding obligations related to the settlement of restricted stock units.
Summary
- Balaji Gandhi, Chief Financial Officer of Phreesia, Inc. (PHR), disposed of 886 shares of common stock on July 17, 2025.
- The shares were sold at a weighted average price of $26.8858 per share, with individual transactions ranging from $26.38 to $27.29.
- The sale was non-discretionary and executed under the Issuer's mandatory sell-to-cover policy to satisfy tax withholding obligations arising from the settlement of restricted stock units.
- Following this transaction, Balaji Gandhi directly owns 106,661 shares of Phreesia common stock.
- The transaction was made pursuant to a Rule 10b5-1(c) plan.
Sentiment
Score: 5
Explanation: The sentiment is neutral as the transaction is a routine, non-discretionary sale by an insider to cover tax obligations upon RSU vesting, which is a common occurrence and not indicative of positive or negative company performance or outlook.
Positives
- The underlying event, the settlement of restricted stock units, indicates a vesting event, which is a positive for the employee.
- The transaction was non-discretionary and for tax purposes, indicating a routine event rather than a discretionary sale based on a negative outlook.
Negatives
- An insider sale, even for tax purposes, reduces the insider's direct ownership in the company.
Future Outlook
No forward-looking statements or guidance are provided in this filing, as it pertains solely to an insider transaction.
Industry Context
This Form 4 filing details a routine insider transaction for tax purposes and does not provide information relevant to broader industry trends or competitive dynamics within the healthcare technology sector.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Delegation | Allison Hoffman, as attorney-in-fact for Balaji Gandhi and other individuals, has appointed Autumn Simpson as a substitute attorney-in-fact to execute and file documents with the SEC on their behalf. | June 23, 2025 | This change streamlines administrative processes for SEC filings by allowing an additional authorized person to act on behalf of the listed officers and directors, ensuring continuity and efficiency in compliance. |
Stakeholder Impact
- Shareholders: The sale of 886 shares by the CFO is a minor dilution relative to the total shares outstanding and is a routine event for tax purposes, unlikely to have a significant direct impact.
- Employees: The RSU vesting and subsequent tax-related sale are part of standard equity compensation practices, which can positively impact employee retention and motivation.
Key Dates
| Date | Description |
|---|---|
| January 12, 2021 | Date of Power of Attorney for Allison Hoffman, Chaim Indig, David Linetsky, Ramin Sayar, Mark Smith, Michael Weintraub. |
| January 19, 2021 | Date of Power of Attorney for Ed Cahill. |
| January 31, 2021 | Date of Power of Attorney for Lainie Goldstein, Gillian Munson, Evan Roberts, Amy VanDuyn. |
| March 24, 2023 | Date of Power of Attorney for Balaji Gandhi. |
| June 5, 2023 | Date of Power of Attorney for Lisa Egbuonu-Davis. |
| June 25, 2024 | Date of Power of Attorney for Yvonne Hui. |
| June 23, 2025 | Effective date of Substitute Power of Attorney appointing Autumn Simpson. |
| July 17, 2025 | Date of the reported transaction where Balaji Gandhi sold shares. |
| July 21, 2025 | Date the Form 4 was signed by Allison Hoffman as Attorney-in-Fact for Balaji Gandhi. |
Keywords
Phreesia, PHR, SEC Form 4, Insider Trading, Stock Sale, Restricted Stock Units, RSU, Tax Withholding, Balaji Gandhi, Chief Financial Officer, CFO, Equity Compensation, Rule 10b5-1
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