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Phreesia, Inc.

For the period ended Jan 31, 2026. Filed Mar 31, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Mar 31, 2026

PHR$12.90+2.2%Stored close · as of Nov 9, 2026

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Item 9B. Other Information

On January 6, 2026, Balaji Gandhi, the Chief Financial Officer of the Company, terminated a trading arrangement for the sale of common stock (a “Rule 10b5-1 Trading Plan”). Mr. Gandhi’s terminated Rule 10b5-1 Trading Plan was adopted on June 24, 2025, would have expired on September 30, 2026 if not earlier terminated and provided for the sale of (i) up to 36,069 shares of our common stock, net of the number of shares sold to cover Mr. Gandhi’s taxes, (ii) an additional number of shares receivable upon the vesting of certain equity awards that may be granted pursuant to Mr. Gandhi’s first half of fiscal year 2026 bonus, full fiscal year 2026 bonus, and first half of fiscal year 2027 bonus, net of any shares sold in non-discretionary transactions pursuant to our mandatory sell-to-cover policy to cover Mr. Gandhi’s tax withholding obligations in connection with the vesting and settlement of RSUs and (iii) 100% of his vested PSUs granted in 2023, net of the number of shares sold to cover Mr. Gandhi’s taxes. As of the date of termination of the Rule 10b5-1 Trading Plan, Mr. Gandhi had sold no shares of common stock under its terms.

On January 21, 2026, Mr. Gandhi adopted a new Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Mr. Gandhi’s Rule 10b5-1 Trading Plan, which expires on January 29, 2027, provides for the sale of (i) up to 42,519 shares of our common stock, net of the number of shares sold to cover Mr. Gandhi’s taxes, (ii) an additional number of shares receivable upon the vesting of certain equity awards that may be granted pursuant to Mr. Gandhi’s fiscal year 2026 bonus and first half of fiscal year 2027 bonus, net of any shares sold in non-discretionary transactions pursuant to our mandatory sell-to-cover policy to cover Mr. Gandhi’s tax withholding obligations in connection with the vesting and settlement of RSUs and (iii) 100% of his vested PSUs granted in 2023 and 2024, net of the number of shares sold to cover Mr. Gandhi’s taxes. The number of shares to be granted pursuant to Mr. Gandhi’s fiscal year 2026 bonus and first half of fiscal year 2027 bonus, the number of PSUs to be awarded to Mr. Gandhi at the end of the relevant performance periods, and the number of shares to be sold by Mr. Gandhi to cover taxes, and thus the exact number of shares to be sold pursuant to Mr. Gandhi’s modified Rule 10b5-1 Trading Plan, can only be determined upon the occurrence of future vesting events.

On December 16, 2025, Lisa Egbuonu-Davis, a member of the Company’s Board of Directors, 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. Egbuonu-Davis’s Rule 10b5-1 Trading Plan, which expires on December 31, 2026, provides for the sale of up to 3,082 shares of our common stock.

On December 19, 2025, 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 September 30, 2026, provides for the sale of (i) up to 29,941 shares of common stock, net of the number of shares sold to cover Ms. Hoffman’s taxes (ii) an additional number of shares that are receivable upon the future vesting of certain equity awards to be granted in connection with Ms. Hoffman’s fiscal year 2026 bonus and first half of fiscal year 2027 bonus, net of any shares sold by Ms. Hoffman to satisfy applicable taxes and (iii) 100% of her vested PSUs granted in 2023, net of the number of shares sold to cover Ms. Hoffman’s 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 2026 bonus and first half of fiscal year 2027 bonus, the number of PSUs to be awarded to Ms. Hoffman at the end of the relevant performance periods, 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’s Rule 10b5-1 Trading Plan, can only be determined upon the occurrence of future vesting events.

On September 16, 2025, Yvonne Hui, the Chief Accounting Officer of the Company, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Ms. Hui’s Rule 10b5-1 Trading Plan, which expires on September 21, 2026, provides for the sale of (i) up to 8,875 shares of our common stock, net of the number of shares sold to cover Ms. Hui’s taxes and (ii) an additional number of shares receivable upon the vesting of certain equity awards that may be granted pursuant to Ms. Hui’s fiscal year 2026 bonus and first half of fiscal year 2027 bonus, net of any shares sold in non-discretionary transactions pursuant to our mandatory sell-to-cover policy to cover Ms. Hui’s tax withholding obligations in connection with the vesting and settlement of RSUs.

On January 15, 2026, Ms. Hui modified her Rule 10b5-1 Trading Plan to provide for the sale of shares received upon the vesting of certain equity awards granted pursuant to Ms. Hui’s first half of fiscal year 2026 bonus, net of any shares sold in non-discretionary transactions pursuant to our mandatory sell-to-cover policy to cover Ms. Hui’s tax withholding obligations in connection with the vesting and settlement of RSUs.

On January 21, 2026, Amy VanDuyn, the Senior Vice President, Human Resources of the Company, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Ms. VanDuyn’s Rule 10b5-1 Trading Plan, which expires on January 20, 2027, provides for the sale of up to 24,184 shares of common stock, net of the number of shares sold to cover Ms. VanDuyn’s taxes.

On December 15, 2025, Michael Weintraub, a member of the Company’s Board of Directors, 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. Weintraub’s Rule 10b5-1 Trading Plan, which expires on March 31, 2027, provides for the sale of up to 40,000 shares of common stock.

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