Form 4: Progyny Executive Chairman's Stock Transactions
Insider Transaction Report
Progyny's Executive Chairman, David J. Schlanger, reported the vesting of performance stock units and subsequent share transactions for tax withholding.
Summary
- David J. Schlanger, Executive Chairman and Director of Progyny, Inc., reported changes in his beneficial ownership.
- He acquired 41,500 shares of common stock on November 10, 2025, resulting from the vesting of performance stock units (PSUs) granted on January 1, 2022.
- The PSUs vested on October 31, 2025, after the Compensation Committee certified the achievement of applicable performance conditions.
- The vested shares were settled on November 10, 2025, following the end of the Issuer's trading blackout period.
- Concurrently, 21,286 shares were disposed of at a price of $22.37 per share to cover withholding taxes related to the PSU vesting.
- Following these transactions, Mr. Schlanger beneficially owns 240,633 shares of Progyny, Inc. common stock.
Sentiment
Score: 5
Explanation: The filing reports a routine insider transaction related to executive compensation, indicating neither significant positive nor negative sentiment for the company's operational or financial performance.
Positives
- Vesting of 41,500 performance stock units indicates the achievement of applicable performance conditions set by the Compensation Committee.
Negatives
- Disposition of 21,286 shares for tax withholding reduces the direct beneficial ownership, though this is a standard practice.
Future Outlook
The filing does not contain explicit forward-looking statements or guidance.
Industry Context
This Form 4 filing reports a routine insider transaction related to executive compensation and does not provide information relevant to broader industry trends or competitor analysis.
Comparison to Industry Standards
- Not applicable, as this filing details a standard executive compensation event (PSU vesting and tax withholding) rather than operational or financial performance that would be benchmarked against industry peers.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Committee Action | The Compensation Committee certified the achievement of applicable performance conditions for the PSU award. | October 31, 2025 | Confirms adherence to established executive compensation plans and performance metrics. |
Stakeholder Impact
- Shareholders: Minor impact as this is a routine, pre-scheduled executive compensation event and tax withholding, not indicative of new strategic direction or financial performance.
Key Dates
| Date | Description |
|---|---|
| January 1, 2022 | Date performance stock unit (PSU) award was granted. |
| October 31, 2025 | Date performance stock units (PSUs) vested after Compensation Committee certified performance conditions. |
| November 10, 2025 | Date vested shares were settled and shares were withheld for taxes. |
| November 13, 2025 | Date the Form 4 was signed. |
Keywords
Progyny, PGNY, Form 4, Insider Trading, Stock Units, Performance Stock Units, Executive Compensation, David J. Schlanger, Share Ownership
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