Progyny CFO Withholds 479 Shares on RSU Vesting — Form 4 Filed

Rhea-AI Filing Summary

Mark S. Livingston, the Chief Financial Officer of Progyny, Inc. (PGNY), reported a routine withholding of shares to cover taxes on vested restricted stock units. On 09/04/2025 he disposed of 479 shares of Progyny common stock at a price of $23.54 per share under transaction code F(1), which the filer explains represents shares withheld to satisfy withholding taxes upon RSU vesting. After the withholding, the reporting person beneficially owned 69,661 shares, held directly. The Form 4 is signed by the reporting person on 09/05/2025.

Positive

• Transaction classified as tax withholding (F(1)), indicating RSU vesting rather than an active sale for cash or rebalancing
• Form 4 signed on 09/05/2025, showing timely reporting and compliance with Section 16 filing requirements
• Residual beneficial ownership disclosed: 69,661 shares held directly after the withholding

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on vested RSUs; compliance filing completed promptly.

This Form 4 documents a standard insider transaction where 479 shares were withheld to satisfy tax obligations tied to restricted stock unit vesting. The filing is signed and dated, indicating procedural compliance with Section 16 reporting requirements. There is no indication of sales for liquidity or portfolio rebalancing; the disposition is explicitly tax withholding.

Securities Analyst

TL;DR: Minor share disposition with negligible impact on share count or control.

The 479-share disposition at $23.54 is small relative to the reporting person's remaining 69,661 shares and to a typical public float, and is recorded as tax withholding (code F). This type of transaction is routine following RSU vesting and is unlikely to be material to investors or to affect company valuation.

SEC Form 4

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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OMB Number:			3235-0287
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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Livingston Mark S.

(Last) (First) (Middle)

C/O PROGYNY, INC.

1359 BROADWAY, 2ND FL

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Progyny, Inc. [ PGNY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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
Common Stock	09/04/2025		F(1)		479	D	$23.54	69,661	D

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

Explanation of Responses:

1. Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person.

Remarks:

	/s/ Mark S. Livingston	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mark S. Livingston report on Form 4 for PGNY?

He reported a disposition of 479 shares on 09/04/2025 recorded as F(1), which the filer explains is shares withheld for taxes upon RSU vesting.

At what price were the 479 shares reported disposed and how many shares does he own now?

The 479 shares were reported at a price of $23.54 per share, and the reporting person beneficially owned 69,661 shares following the transaction.

What is the reporting person's role at Progyny (PGNY)?

The filing identifies the reporting person as an Officer with the title Chief Financial Officer and also indicates a Director relationship.

When was the Form 4 signed and filed?

The Form 4 is signed by Mark S. Livingston on 09/05/2025 and documents the transaction dated 09/04/2025.

Does this Form 4 indicate a sale for cash or disposition reason?

The form explicitly explains the disposition as shares withheld to pay withholding taxes upon RSU vesting, not a sale for liquidity.