Progyny Form 4: Sturmer RSU tax-withholding reduces holding to 296,658

Rhea-AI Filing Summary

Michael E. Sturmer, President and director of Progyny, Inc. (PGNY), reported a sale of 7,977 shares of common stock on 09/04/2025 at a price of $23.54 per share. After the transaction he beneficially owned 296,658 shares. The filing is coded F(1) and explains the shares were withheld to satisfy tax withholding on vested restricted stock units. The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale; not a strategic disposition signal.

The transaction reflects shares withheld to cover withholding taxes on vested RSUs, indicated by code F(1). Such withholding transactions are administrative and typically do not reflect a change in insider conviction about company prospects. The post-transaction holding of 296,658 shares remains material but unchanged in character; no new dilution or issuance is reported.

Corporate Governance Expert

TL;DR: Compliance filing documents a standard withholding action tied to compensation.

The Form 4 properly discloses an insider withholding event rather than an open-market sale. The signature by an attorney-in-fact is routine. From a governance perspective this is a standard disclosure fulfilling Section 16 requirements and does not indicate managerial turnover or extraordinary insider activity.

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)
09/04/2025

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)		7,977	D	$23.54	296,658	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	09/05/2025
	** 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 PGNY insider Michael E. Sturmer report on Form 4?

The Form 4 reports that Michael E. Sturmer had 7,977 shares withheld on 09/04/2025 at $23.54 per share to satisfy tax withholding on vested RSUs.

How many Progyny (PGNY) shares does Michael Sturmer own after the transaction?

Following the reported withholding, he beneficially owned 296,658 shares.

What does transaction code F(1) mean on this Form 4?

Code F(1) in this filing is explained as shares withheld for payment of withholding taxes upon the vesting of restricted stock units.

When was the Form 4 for PGNY signed and by whom?

The Form 4 was signed by Mark Livingston, Attorney-in-Fact on 09/05/2025.

Was this an open-market sale by the insider of PGNY?

No. The filing states the shares were withheld to satisfy tax obligations on vested RSUs, not an open-market disposal for other purposes.