PGNY Form 4: 125,000 shares from PSUs; post-holdings 600,751

Rhea-AI Filing Summary

Progyny, Inc. (PGNY) reported an insider equity transaction by its Chief Executive Officer and director. The filing shows the settlement of previously earned performance stock units and related tax withholding.

On November 10, 2025, the reporting person acquired 125,000 shares of common stock at $0 upon settlement of PSUs that vested on October 31, 2025, after certification of performance. On the same date, 63,813 shares were withheld to cover taxes at a price of $22.37 per share. Following these transactions, the filer beneficially owned 600,751 shares directly, plus 1 share held indirectly.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Anevski Peter

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	125,000	$0.00	--
Tax Withholding	Common Stock	63,813	$22.37	$1.43M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 664,564 shares (Direct); Common Stock — 1 shares (Indirect, See footnote)

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. The reportable securities are held directly by the PECO ANEVSKI 2020 SD LLC.

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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^*

Anevski Peter

(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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

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		125,000(1)	A	$0	664,564	D
Common Stock	11/10/2025		F		63,813(2)	D	$22.37	600,751	D
Common Stock								1	I	See footnote(3)

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.

3. The reportable securities are held directly by the PECO ANEVSKI 2020 SD LLC.

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.

FAQ

What did PGNY disclose in this Form 4?

An insider transaction by the CEO/director involving settlement of PSUs into 125,000 shares and tax withholding of 63,813 shares.

When did the PSUs vest and settle for PGNY?

The PSUs vested on October 31, 2025 after performance certification and were settled on November 10, 2025.

How many shares did the insider acquire and at what price?

The insider acquired 125,000 shares at $0 upon PSU settlement.

How many shares were withheld for taxes and at what price?

63,813 shares were withheld at $22.37 per share to cover withholding taxes.

What is the insider’s ownership after the transactions?

The insider owns 600,751 shares directly and 1 share indirectly.

What roles does the reporting person hold at PGNY?

The reporting person is a Director and Chief Executive Officer.

Is any indirect ownership disclosed?

Yes, 1 share is held indirectly through the PECO ANEVSKI 2020 SD LLC.