[Form 4] Progyny, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mark S. Livingston, Chief Financial Officer of Progyny, Inc. (PGNY), reported a Form 4 disclosing a change in his beneficial ownership. The filing shows that on 09/02/2025 2,032 shares of Progyny common stock were disposed (withheld) at a price of $23.67 per share. The filing explains the shares were withheld to satisfy withholding taxes on vested restricted stock units. After the transaction, the reporting person beneficially owns 70,140 shares (direct ownership). The form was signed by Mr. Livingston on 09/03/2025.

Positive

• Transaction was a tax-withholding of vested RSUs rather than an open-market sale, which is an administrative action
• Form 4 filed and signed promptly, providing transparency on insider holdings

Negative

• Reporting person’s direct holdings decreased by 2,032 shares following the withholding
• No additional context on total insider ownership percentage is provided in the filing

Insights

Corporate Governance Expert

TL;DR: A routine tax-withholding disposition by the CFO; not a market-sale signal.

The Form 4 shows the CFO disposed of 2,032 shares under code F(1), which the filer explains as share withholding to pay taxes on vested RSUs. This is a common administrative action following vesting and does not indicate an open-market sale or change in role. The remaining direct beneficial ownership is reported as 70,140 shares. From a governance standpoint, the filing fulfills Section 16 reporting requirements and provides transparency on insider compensation mechanics.

Securities Analyst

TL;DR: Transaction is a standard withholding for taxes; negligible standalone impact on PGNY's market fundamentals.

The reported disposal of 2,032 shares at $23.67 reflects tax-withholding upon RSU vesting rather than a discretionary liquidity event. The filing quantifies post-transaction direct ownership at 70,140 shares, which helps update insider ownership metrics used in ownership tables. Absent additional transactions or disclosures, this single withholding event is informational and unlikely to be material to valuation or cash-flow analysis.

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^*

Livingston Mark S.

(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)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		F(1)		2,032	D	$23.67	70,140	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 S. Livingston	09/03/2025
	** 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 transaction did PGNY CFO Mark S. Livingston report on Form 4?

The Form 4 reports that on 09/02/2025 Mr. Livingston had 2,032 shares withheld at $23.67 per share to satisfy withholding taxes related to vested RSUs.

Why were the 2,032 PGNY shares disposed of according to the filing?

The filing explains the shares were withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the reporting person.

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

Following the reported transaction the reporting person beneficially owns 70,140 shares (reported as direct ownership).

What is the relationship of the reporting person to Progyny (PGNY)?

The reporting person, Mark S. Livingston, is listed as Chief Financial Officer and an officer of Progyny, Inc.

When was the Form 4 signed by the reporting person?

The Form 4 bears the reporting person's signature dated 09/03/2025.