PGNY Form 4: RSU Withholding of 448 Shares for Taxes

Rhea-AI Filing Summary

Michael E. Sturmer, President and a director of Progyny, Inc. (PGNY), reported a non-discretionary disposition of 448 shares of Progyny common stock on 09/02/2025 at a reported price of $23.67 per share. The filing explains the shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units. After the withholding, Sturmer beneficially owned 304,635 shares, reported in a Form 4 filed by one reporting person and executed via attorney-in-fact on 09/03/2025. The report reflects a routine, tax-related transaction rather than an open-market discretionary sale.

Positive

• Transaction was tax-related withholding upon RSU vesting, not a discretionary sale
• Reporting person retained substantial holdings: 304,635 shares after the transaction
• Form 4 filed promptly and signed by attorney-in-fact on 09/03/2025

Negative

• None.

Insights

Securities Analyst

TL;DR: Small, tax-withholding disposition of 448 shares; appears routine and not materially impactful.

The Form 4 discloses a Code F(1) disposition for 448 shares at $23.67, with an explicit explanation that shares were withheld to cover taxes on vested RSUs. This is a common practice for executives receiving equity compensation and typically does not signal a change in insider sentiment. The remaining beneficial ownership of 304,635 shares is documented; no derivative transactions or discretionary open-market sales are reported here.

Corporate Governance Expert

TL;DR: Filing documents routine tax-related withholding; timely execution and signature by attorney-in-fact noted.

The filing is concise and compliant: it identifies the reporting person as President and director, specifies the transaction date and quantity, and includes an explanatory remark that withholding funded tax obligations on vested RSUs. The signature by an attorney-in-fact on 09/03/2025 indicates procedural completion. There are no indications of unusual governance events or discretionary insider selling in this submission.

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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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^*

Sturmer Michael E

(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)
	PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		F(1)		448	D	$23.67	304,635	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 Livingston, Attorney-in-Fact	09/03/2025
	** 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 transaction did Michael E. Sturmer report on Form 4 for PGNY?

He reported a disposition of 448 shares on 09/02/2025 at a price of $23.67 per share.

Why were the 448 Progyny shares disposed of according to the filing?

The filing states the shares were withheld to satisfy tax withholding obligations upon vesting of restricted stock units.

How many Progyny shares does Michael E. Sturmer beneficially own after the transaction?

The Form 4 reports 304,635 shares beneficially owned following the reported transaction.

When was the Form 4 signed and filed?

The signature by an attorney-in-fact (Mark Livingston) is dated 09/03/2025, following the 09/02/2025 transaction date.

Does the Form 4 indicate any open-market discretionary sale by the reporting person?

No. The disposition is coded F(1) and explained as tax-withholding on vested RSUs, not a discretionary open-market sale.