PGNY Form 4: 1,893-share withholding sale; 220,419 shares remain

Rhea-AI Filing Summary

Progyny, Inc. director and Executive Chairman David J. Schlanger reported a sale of 1,893 shares of Progyny common stock on 10/01/2025 at a price of $21.52 per share. After the transaction, the filing shows he beneficially owns 220,419 shares, held directly. The filing states the shares sold were withheld to cover taxes upon the vesting of restricted stock units granted to the reporting person. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• 220,419 shares remain beneficially owned by the reporting person after the transaction
• Sale was for tax withholding related to vested restricted stock units rather than an open-market disposition

Negative

• Disposition of 1,893 shares at $21.52 reduced the reporting person's direct holdings
• Form shows insider has executed a share sale within the reporting period

Insights

Corporate Governance Expert

Insider tax-withholding sale; large residual ownership remains.

The Form 4 discloses a 10/01/2025 sale of 1,893 shares at $21.52, which the filer explains were withheld to satisfy tax obligations on vested RSUs.

The reporting person continues to beneficially own 220,419 shares directly, indicating sustained economic interest despite the withholding-based sale. The signature block shows the form was executed by an attorney-in-fact on 10/02/2025.

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).

1. Name and Address of Reporting Person^*

Schlanger David J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F(1)		1,893	D	$21.52	220,419	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	10/02/2025
	** 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 the Progyny (PGNY) Form 4 report?

The Form 4 reports that director and Executive Chairman David J. Schlanger sold 1,893 shares on 10/01/2025 at $21.52 per share.

Why were the 1,893 shares sold according to the filing?

The filing states the shares were withheld to pay withholding taxes upon the vesting of restricted stock units granted to the reporting person.

How many shares does the reporting person own after the transaction?

After the reported transaction the reporting person beneficially owns 220,419 shares, reported as direct ownership.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 10/02/2025 and the transaction date is 10/01/2025.

What is the reporting person’s relationship to Progyny?

The filer is identified as a Director and the Executive Chairman of Progyny, Inc.