FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hui Yvonne

(Last) (First) (Middle)
C/O PHREESIA, INC.
1521 CONCORD PIKE, SUITE 301 PMB 221

(Street)
WILMINGTON DE 19803

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Phreesia, Inc. [ PHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Principal Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units $ 0 (1) 09/01/2026   A   28,500 (2)     (3) 09/01/2031 (3) Common Stock 28,500 $ 0 28,500 D  
Explanation of Responses:
1. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.
2. The award was granted at a target level of 28,500 PSUs. The number of PSUs that may be earned depends on achievement of specified stock-price hurdles during the performance period beginning September 1, 2026 and ending September 1, 2031. Achievement is measured using the average closing price of the Issuer's common stock over any consecutive 60-trading-day period. Potential payouts are 0%, 50%, 100%, 150% or 200% of the target number of PSUs, subject to the award's interpolation provisions. The applicable hurdles are $17.00, $22.00, $27.00 and $32.00 per share.
3. PSUs earned with respect to an achieved hurdle vest one-third upon certification of achievement, one-third on the first anniversary of certification and one-third on the second anniversary, generally subject to continued service. Any outstanding earned PSUs vest no later than September 1, 2031. Earned and vested PSUs are settled in shares following vesting, subject to the deferred settlement provisions of the award. The actual number earned may range from zero to 200% of the target award. PSUs that are not earned by the end of the performance period are forfeited. Dividend equivalents accrue on the PSUs and are subject to the same earning and vesting conditions. Vested dividend equivalents are settled in shares when the related PSUs are settled.
/s/ Allison Hoffman as Attorney-in-Fact for Yvonne Hui 09/28/2026
** Signature of Reporting Person Date
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