Hoffman Allison C 4

What Happened
Allison C. Hoffman, General Counsel & Secretary of Phreesia, had 15,161 shares withheld by the company to satisfy tax withholding in connection with RSU settlement (reported 2026-04-09; $138,723) and sold 14,483 shares in an open-market transaction on 2026-04-10 for $8.07 each ($116,878). The withholding (footnote F1) is not a sale by the reporting person; the April 10 sale was effected under a pre-established Rule 10b5-1 trading plan (footnote F2).

Key Details

• Transaction dates and amounts:
  • 2026-04-09: 15,161 shares withheld at $9.15 (F) — $138,723 (tax withholding related to RSU settlement; not a sale by the insider)
  • 2026-04-10: 14,483 shares sold open market at $8.07 (S) — $116,878 (executed under a 10b5-1 plan adopted 2025-12-19)
• Shares owned after transaction: Not disclosed in the provided filing.
• Footnotes: F1 = issuer withheld shares for tax obligations (not a sale by the reporting person). F2 = April 10 sale was under a Rule 10b5-1 plan.
• Filing timeliness: Form filed 2026-04-13; timing appears to meet the Form 4 reporting window for the reported transaction dates.

Context: The tax-withholding entry reflects administrative settlement of restricted stock units (cashless/withholding) rather than a discretionary sale. The separate open-market sale was pre-arranged under a 10b5-1 plan, which is commonly used to automate insider sales and reduce questions about timing. As with most insider sales, this is routine reporting of disposition — it should not be interpreted on its own as a strong signal of company prospects.