Progyny CFO sells shares under 10b5-1 plan

Progyny, Inc.’s Chief Financial Officer Mark S. Livingston reported routine equity transactions in company common stock.

Rhea-AI Filing Summary

Progyny, Inc.’s Chief Financial Officer Mark S. Livingston reported routine equity transactions in company common stock. He sold 279 shares in an open-market trade at $26.20 per share, executed under a pre-arranged Rule 10b5-1 trading plan entered into on August 15, 2025.

In a separate entry, 158 shares were withheld at $26.20 per share to cover withholding taxes upon the vesting of restricted stock units granted to him. One line shows 78,905 shares owned after the tax-withholding entry, and another shows 78,626 shares owned after the sale.

Insider Trade Summary 10b5-1

Net Seller: 279 shares

Net Sell 2 txns

Insider Livingston Mark S.

Role CHIEF FINANCIAL OFFICER

Sold 279 shs ($7K)

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	158	$26.20	$4K
Sale	Common Stock	279	$26.20	$7K

Holdings After Transaction: Common Stock — 78,626 shares (Direct)

Footnotes (2)

1. F1. Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person.
2. F2. Shares sold pursuant to a Rule 10b5-1 trading plan entered into on August 15, 2025.

Key Figures

Open-market sale: 279 shares at $26.20 Tax withholding shares: 158 shares at $26.20 Net buy/sell shares: 279 shares net sold +2 more

5 metrics

Open-market sale 279 shares at $26.20 Common Stock sold in open market transaction

Tax withholding shares 158 shares at $26.20 Shares withheld to cover RSU-related withholding taxes

Net buy/sell shares 279 shares net sold Net-sell direction across reported non-derivative transactions

Shares owned after tax entry 78,905 shares Total common shares shown following tax-withholding disposition

Shares owned after sale entry 78,626 shares Total common shares shown following open-market sale

Key Terms

Rule 10b5-1 trading plan, restricted stock units, withholding taxes, open-market sale, +1 more

5 terms

Rule 10b5-1 trading plan financial

"Shares sold pursuant to a Rule 10b5-1 trading plan entered into on August 15, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"withholding taxes upon the vesting of restricted stock units granted to the Reporting Person."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding taxes financial

"Shares withheld for payment of withholding taxes upon the vesting of restricted stock units"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Progyny (PGNY) CFO Mark S. Livingston report?

Mark S. Livingston reported two routine transactions. He sold 279 shares of Progyny common stock in an open-market trade and had 158 shares withheld to cover taxes on vesting restricted stock units, both reported as non-derivative transactions.

At what price did the Progyny (PGNY) CFO’s reported share sale occur?

The reported sale occurred at $26.20 per share. Mark S. Livingston sold 279 shares of Progyny common stock at this price and the same price was used for 158 shares withheld for taxes on his restricted stock unit vesting.

Was the Progyny (PGNY) CFO’s share sale under a Rule 10b5-1 plan?

Yes, the sale was made under a Rule 10b5-1 trading plan. A footnote states the 279-share sale was executed pursuant to a pre-arranged 10b5-1 plan entered into on August 15, 2025, indicating the trade was planned in advance.

How many Progyny (PGNY) shares were withheld for the CFO’s tax obligations?

158 shares were withheld for tax obligations. A footnote explains these shares were retained to pay withholding taxes triggered by the vesting of restricted stock units granted to Mark S. Livingston, rather than being sold in the market.

How many Progyny (PGNY) shares does the CFO hold after these transactions?

The filing shows two post-transaction share figures. It lists 78,905 shares owned following the tax-withholding entry and 78,626 shares owned following the open-market sale, both reported as direct ownership of Progyny common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 04:54 PM EDT Learn about SEC filing dates

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).

X

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 NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/02/2026		F		158(1)	D	$26.2	78,905	D
Common Stock	06/02/2026		S		279(2)	D	$26.2	78,626	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.

2. Shares sold pursuant to a Rule 10b5-1 trading plan entered into on August 15, 2025.

Remarks:

	/s/ Mark S. Livingston	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)