Mark S. Livingston - Mar 3, 2025 Form 4 Insider Report for Progyny, Inc. (PGNY)

Role: CHIEF FINANCIAL OFFICER
Signature: /s/ Mark S. Livingston
Stock symbol: PGNY
Transactions as of: Mar 3, 2025
Transactions value $: -$76,315
Form type: 4
Date filed: 3/5/2025, 05:07 PM
Previous filing: Feb 28, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PGNY	Common Stock	Award	$0	+36.4K	+87.8%	$0.00	77.8K	Mar 3, 2025	Direct	F1
transaction	PGNY	Common Stock	Tax liability	-$46.6K	-2.07K	-2.66%	$22.53	75.7K	Mar 3, 2025	Direct	F2
transaction	PGNY	Common Stock	Tax liability	-$29.7K	-1.35K	-1.78%	$22.00	74.4K	Mar 4, 2025	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PGNY	Stock Option (Right to Buy)	Award	$0	+49.8K		$0.00	49.8K	Mar 3, 2025	Common Stock	49.8K	$22.00	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). This was an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Issuer common stock. 33% of the RSUs will vest on the first anniversary of the grant date, with the remainder vesting quarterly in equal installments thereafter through the third anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date.
F2	Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person.
F3	Represents an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. 33% of the shares will vest on the first anniversary of the grant date, with the remainder vesting quarterly in equal installments thereafter through the third anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date.