Phreesia GC Allison Hoffman Sells 6,662 Shares; RSUs Tax Withheld

What Happened Allison C. Hoffman, General Counsel & Secretary of Phreesia, reported two dispositions. On 2026-09-18, 7,401 shares were withheld by the company to satisfy tax withholding related to the settlement of restricted stock units (withholding valued at $77,118 at $10.42/share). On 2026-09-21, Hoffman sold 6,662 shares in an open-market transaction at $10.08/share for proceeds of $67,153. The open-market sale is the primary cash-generating transaction; the withheld shares were not a voluntary sale by the insider but a tax withholding event.

Key Details

• Transaction dates and prices:
  • 2026-09-18: 7,401 shares withheld for tax @ $10.42 (value $77,118) — codename F (tax withholding).
  • 2026-09-21: 6,662 shares sold in open market @ $10.08 (proceeds $67,153) — codename S (sale).
• Post-transaction shares owned: Not disclosed in the information provided in this summary (see the Form 4 for the reported beneficial ownership balance).
• Notable footnotes:
  • F1: Withheld shares represent issuer tax withholding on RSU settlement and do not represent a sale by the Reporting Person.
  • F2: The 9/21 sale was executed under a Rule 10b5-1 trading plan adopted by Hoffman on December 19, 2025.
• Filing timeliness: Form 4 was filed 2026-09-22 covering transactions through 2026-09-21 — appears to be timely (filed within the SEC’s two-business-day requirement).

Context

• Tax withholding on RSU settlement is routine and does not necessarily indicate a change in insider sentiment; it reduces the insider’s share count to cover taxes rather than being an optional sale.
• Sales under a 10b5-1 plan are pre-arranged trading programs that allow insiders to sell shares according to a preset schedule; they are generally considered routine and reduce the likelihood the sale was timed based on non-public information.
• Total cash impact reported: roughly $67K from the open-market sale; the withheld shares covered about $77K of tax obligations.