Form 4: Progyny insider reports sale and trust transfer details

Rhea-AI Filing Summary

Progyny director GORDON KEVIN K reported a sale of 2,500 common shares on 08/11/2025 at a price of $22.035. The filing shows 12,501 shares are beneficially owned indirectly by the Kevin Gordon Revocable Declaration of Trust, for which the reporting person serves as trustee.

The form's explanation states 5,147 shares were transferred into that Trust on June 2, 2025 from shares previously reported as directly held. The filing also includes a table entry listing 8,026 shares with a disposition marker but no date or price shown for that line.

Positive

• Director retains meaningful indirect ownership of 12,501 shares via the Kevin Gordon Revocable Declaration of Trust.
• Transfer to trust is documented: 5,147 shares were moved into the Trust on 06/02/2025, and the reporting person serves as trustee.

Negative

• Insider sale disclosed: 2,500 shares sold on 08/11/2025 at $22.035 (transaction code S).
• Ambiguous table entry: an 8,026-share disposition appears without an associated date or price, reducing clarity on total transactions.

Insights

Securities Analyst

TL;DR Routine director sale of 2,500 shares at $22.035; remaining indirect holdings of 12,501 shares via a revocable trust.

The Form 4 reports a sale (transaction code S) of 2,500 Progyny common shares on 08/11/2025 at $22.035. The filing also documents that 5,147 shares were moved into the Kevin Gordon Revocable Declaration of Trust on 06/02/2025 and that 12,501 shares are now beneficially owned indirectly through that trust. The table contains an additional 8,026-share disposition entry without an associated date or price, which limits clarity on total net changes. Overall, this appears to be a routine insider transaction and trust transfer as disclosed on Form 4.

Corporate Governance Expert

TL;DR Director remains affiliated with material indirect holdings; transfer to trust recorded, while one table line lacks full detail.

The reporting person is identified as a director and as trustee of the Kevin Gordon Revocable Declaration of Trust. The disclosure explicitly records a transfer of 5,147 shares into that trust and shows the trust directly holds 12,501 shares following the reported activity. The presence of a sale and trust transfer are firmly documented; however, an unexplained table entry for 8,026 shares marked as disposed reduces transparency and warrants a clear ledger entry in future filings. Impact on governance is limited by the lack of additional contextual detail in this filing.

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
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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^*

GORDON KEVIN K

(Last) (First) (Middle)

C/O PROGYNY, INC.

1359 BROADWAY, 2ND FLOOR

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		S		2,500	D	$22.035	12,501(1)	I	See footnote(2)
Common Stock								8,026(1)	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. Includes an increase of 5,147 shares which were transferred to the Kevin Gordan Revocable Declaration of Trust U/A/D 9/3/2013 (the "Trust") on June 2, 2025 from shares that were previously reported as directly held by the Reporting Person. The Reporting Person serves as trustee of the Trust.

2. The reportable securities are directly held by the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013. The Reporting Person serves as trustee of the trust.

Remarks:

	/s/ Mark Livingston, Attorney-in-Fact	08/13/2025
	** 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.

FAQ

Who filed the Form 4 for Progyny (PGNY)?

The Form 4 was filed for GORDON KEVIN K, identified in the filing as a Director of Progyny (PGNY).

What transactions are reported in this Form 4 for PGNY?

The filing reports a sale of 2,500 common shares on 08/11/2025 at $22.035, plus a trust transfer of 5,147 shares into the Kevin Gordon Revocable Declaration of Trust.

How many Progyny shares does the filing show as beneficially owned after the transactions?

The filing reports 12,501 shares are beneficially owned indirectly by the Kevin Gordon Revocable Declaration of Trust.

Was there any share movement into a trust noted in the filing?

Yes. The explanation states 5,147 shares were transferred to the Kevin Gordon Revocable Declaration of Trust on 06/02/2025 from shares previously reported as directly held.

Is there any unclear or missing information in the Form 4?

The table includes an entry listing 8,026 shares marked as disposed (D) but does not provide a date or price for that line in the table.

What role does the reporting person have with the trust?

The filing states the reporting person serves as trustee of the Kevin Gordon Revocable Declaration of Trust.