Form 4: Phreesia COO Reports Pre-Planned Stock Sale for Tax Obligations Under 10b5-1 Plan
Insider Transaction Report
Phreesia's Chief Operating Officer, Evan Roberts, reported a pre-planned sale of 1,892 common shares scheduled for July 17, 2025, to cover tax withholding obligations related to restricted stock unit settlement.
Summary
- Evan Roberts, Chief Operating Officer of Phreesia, Inc. (PHR), reported a planned disposition of 1,892 shares of common stock.
- The transaction is scheduled for July 17, 2025, and was made pursuant to a Rule 10b5-1(c) plan, indicating it is a pre-arranged, non-discretionary sale.
- The shares were sold at a weighted average price of $26.8858 per share, with individual transaction prices ranging from $26.38 to $27.29.
- The purpose of the sale is to cover tax withholding obligations in connection with the settlement of an award of restricted stock units.
- Following this transaction, Evan Roberts will beneficially own 772,915 shares of Phreesia common stock.
Sentiment
Score: 5
Explanation: The transaction is a routine, non-discretionary 'sell-to-cover' sale for tax purposes, which is a neutral event and does not reflect a change in the insider's view of the company's prospects.
Positives
- The transaction is a non-discretionary 'sell-to-cover' sale for tax purposes, which is a routine event and does not signal a lack of confidence in the company by the insider.
- The sale was pre-planned under a Rule 10b5-1 plan, providing transparency and an affirmative defense against insider trading allegations.
Negatives
- The transaction results in a slight reduction in the Chief Operating Officer's direct beneficial ownership of Phreesia common stock.
Risks
- No new specific risks to the company's operations or financial health are introduced by this routine insider transaction filing.
Future Outlook
The filing itself does not provide forward-looking statements regarding the company's performance or strategic direction, focusing solely on a pre-planned insider stock transaction.
Management Comments
- No direct management comments or quotes are provided beyond the signature for the filing.
Industry Context
This filing is a routine insider transaction report (Form 4) and does not provide information relevant to broader industry trends or competitive landscape analysis. It reflects an individual executive's compensation-related stock activity.
Comparison to Industry Standards
- This is a standard 'sell-to-cover' transaction, common across publicly traded companies when restricted stock units vest.
- It aligns with typical practices for executive compensation and tax management in the industry.
- No specific comparable companies, projects, or results are relevant for this type of individual, non-discretionary transaction.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Delegation | Allison Hoffman, acting under existing powers of attorney, appointed Autumn Simpson as a substitute attorney-in-fact to execute and file SEC documents on behalf of various officers and directors, including Evan Roberts. | June 23, 2025 | This is a procedural update to the company's internal governance regarding SEC filing authorizations, ensuring continuity and efficiency in compliance reporting. It does not indicate a substantive change in corporate policy or executive roles. |
Legal Proceedings
- No legal proceedings or regulatory matters are mentioned.
Related Party Transactions
- The sale of shares by an executive (Evan Roberts) to cover tax obligations related to company-issued restricted stock units is a common type of related party transaction, as it involves a transaction between the company and a key management personnel.
Stakeholder Impact
- Shareholders: Minimal impact, as it's a routine, non-discretionary sale for tax purposes and does not signal a change in company fundamentals or insider sentiment. The number of shares sold is a small fraction of the total outstanding shares.
- Employees: No direct impact mentioned.
- Customers: No direct impact mentioned.
- Suppliers: No direct impact mentioned.
- Creditors: No direct impact mentioned.
Next Steps
- No specific future actions or milestones are mentioned in this filing beyond the reported transaction.
Key Dates
| Date | Description |
|---|---|
| January 12, 2021 | Date of Power of Attorney for Allison Hoffman, Chaim Indig, David Linetsky, Ramin Sayar, Mark Smith, and 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, and 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 to execute and file SEC documents. |
| July 17, 2025 | Date of the planned common stock transaction by Evan Roberts. |
| July 21, 2025 | Date the Form 4 was filed with the SEC. |
Keywords
Phreesia, PHR, Evan Roberts, Chief Operating Officer, COO, SEC Form 4, insider transaction, stock sale, sell-to-cover, restricted stock units, RSU, tax withholding, 10b5-1 plan, corporate governance
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