Phreesia Inc

(a) By-laws

On March 12, 2024, our Board approved the Fourth Amended and Restated By-Laws (as amended and restated, the “By-laws”), which became effective as of the same date. The amendments effected by the By-laws make clarifying updates to the Company’s advance notice bylaws.

The By-laws also include various other updates, including certain technical, conforming and clarifying changes. The foregoing description of the By-laws is qualified in its entirety by reference to the full text of the Fourth Amended and Restated By-laws, a copy of which is filed as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated by reference herein.

(b)Rule 10b5-1 Trading Plans

On December 11, 2023, Michael Weintraub, adirector of the Company, adopted a trading arrangement for the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Weintraub’s Rule 10b5-1 Trading Plan, which expires on October 1, 2024, provides for the sale of up to 24,848 shares of common stock.

On December 20, 2023, Allison Hoffman, the General Counsel and Secretary of the Company, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule

10b5-1(c). Ms. Hoffman’s Rule 10b5-1 Trading Plan, which expires on January 31, 2025, provides for the sale of up to 2,000 shares of common stock plus an additional number of shares that she could receive upon the future vesting of certain equity awards to be granted in connection with her fiscal year 2024 bonus and first half fiscal year 2025 bonus, net of any shares sold by Ms. Hoffman to satisfy applicable taxes, pursuant to the terms of her Rule 10b5-1 Trading Plan. The number of shares to be granted pursuant to Ms. Hoffman’s fiscal year 2024 bonus and first half fiscal 2025 bonus, and the number of shares to be sold by Ms. Hoffman to cover taxes, and thus the exact number of shares to be sold pursuant to Ms. Hoffman Rule 10b5-1 Trading Plan, can only be determined upon the occurrence of the future vesting events.

On December 21, 2023, Evan Roberts, the Chief Operating Officer of the Company, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Roberts’ Rule 10b5-1 Trading Plan, which expires on March 30, 2025, provides for the sale of up to 84,712 shares of common stock plus an additional number of shares that he could receive upon the future vesting of certain equity awards to be granted in connection with his fiscal year 2024 bonus and first half fiscal year 2025 bonus, net of any shares sold by Mr. Roberts to satisfy applicable taxes, pursuant to the terms of her Rule 10b5-1 Trading Plan. The number of shares to be granted pursuant to Mr. Roberts fiscal year 2024 bonus and first half fiscal 2025 bonus, and the number of shares to be sold by Mr. Roberts to cover taxes, and thus the exact number of shares to be sold pursuant to Mr. Roberts’ Rule 10b5-1 Trading Plan, can only be determined upon the occurrence of the future vesting events.

On December 22, 2023, Mark Smith, adirector of the Company, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Dr. Smith’s Rule 10b5-1 Trading Plan, which expires on October 1, 2024, provides for the sale of up to 13,000 shares of common stock.

In connection with his departure from the Company, on December 15, 2023, Michael Davidoff, the Company’s former Senior Vice President of Payer Solutions, terminated a Rule 10b5-1 Trading Plan he had previously adopted with respect to the sale of the Company’s common stock. Mr. Davidoff’s Rule 10b5-1 Trading Plan was intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). It was adopted on December 29, 2022, with an end date of July 31, 2024 and provided for the sale of up to 48,902 shares of common stock plus an additional number of shares that he could have received upon the future vesting of certain equity awards to be granted in connection with his fiscal year 2024 bonus, net of any shares sold by Mr. Davidoff to satisfy applicable taxes, pursuant to the terms of her Rule 10b5-1 Trading Plan. As of the date of termination of his Rule 10b5-1 Trading Plan, Mr. Davidoff had sold 47,902 shares of common stock under its terms.