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PGNY Executive Chairman reports PSU vesting and tax withholding

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Progyny, Inc. (PGNY) Form 4: The Executive Chairman and director reported the vesting and settlement of performance stock units. On 11/10/2025, 41,500 PSUs granted on January 1, 2022 were settled into common stock after the Compensation Committee certified performance on 10/31/2025.

To cover withholding taxes upon vesting, 21,286 shares were withheld at $22.37. Following these transactions, the reporting person directly beneficially owns 240,633 shares. These entries reflect equity award settlement and related tax withholding, not an open‑market purchase or sale.

Positive

  • None.

Negative

  • None.

Insights

Routine PSU vesting with tax withholding; neutral impact.

The filing records settlement of 41,500 PSUs earned under a 2022 award after performance certification on 10/31/2025, with shares delivered on 11/10/2025. This is typical for executive equity programs and does not indicate open‑market activity.

To satisfy tax obligations, 21,286 shares were withheld at $22.37, a non‑cash mechanism common in equity settlements. Cash-flow effects to the company or market supply signals are not indicated beyond the administrative share withholding.

Post‑transaction direct beneficial ownership is 240,633 shares. Subsequent filings may provide additional detail if further vesting or settlements occur under existing awards.

Insider Schlanger David J
Role Executive Chairman
Type Security Shares Price Value
Grant/Award Common Stock 41,500 $0.00 --
Tax Withholding Common Stock 21,286 $22.37 $476K
Holdings After Transaction: Common Stock — 261,919 shares (Direct)
Footnotes (1)
  1. Represents performance stock units ("PSUs") that were earned pursuant to the terms of a PSU award granted on January 1, 2022 (the "Award"). Each PSU vested on October 31, 2025, which is the date the Compensation Committee certified the achievement of the applicable performance conditions in accordance with the Award. Pursuant to terms of the Award, each PSU entitled the Reporting Person to receive one share of common stock for each PSU. The vested shares were settled on November 10, 2025 after the Issuer's trading blackout period ended and trading was permitted to commence. Shares withheld for payment of withholding taxes upon the vesting of the PSUs granted to the Reporting Person.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
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)
11/10/2025
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 11/10/2025 A 41,500(1) A $0 261,919 D
Common Stock 11/10/2025 F 21,286(2) D $22.37 240,633 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. Represents performance stock units ("PSUs") that were earned pursuant to the terms of a PSU award granted on January 1, 2022 (the "Award"). Each PSU vested on October 31, 2025, which is the date the Compensation Committee certified the achievement of the applicable performance conditions in accordance with the Award. Pursuant to terms of the Award, each PSU entitled the Reporting Person to receive one share of common stock for each PSU. The vested shares were settled on November 10, 2025 after the Issuer's trading blackout period ended and trading was permitted to commence.
2. Shares withheld for payment of withholding taxes upon the vesting of the PSUs granted to the Reporting Person.
Remarks:
/s/ Mark Livingston, Attorney-in-Fact 11/13/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did PGNY’s Executive Chairman report on this Form 4?

Settlement of 41,500 PSUs into common stock on 11/10/2025 after performance certification on 10/31/2025.

How many shares were withheld for taxes in the PGNY Form 4?

The filing shows 21,286 shares were withheld to cover tax withholding at $22.37.

What is the reporting person’s new beneficial ownership in PGNY?

Direct beneficial ownership is 240,633 shares following the reported transactions.

Was there an open-market buy or sell of PGNY shares?

No. The transactions reflect PSU vesting/settlement and tax withholding, not an open‑market trade.

When were the PSUs granted and when did they vest?

The PSUs were granted on January 1, 2022 and vested upon performance certification on October 31, 2025.

Who is the reporting person’s relationship to PGNY?

The individual is a Director and Officer (Executive Chairman).