Progyny CFO has 1,756 shares withheld for taxes

Progyny, Inc. (PGNY) reported that its chief financial officer, Mark S. Livingston, had common shares withheld in early September 2026 to cover tax obligations from vesting equity awards.

Rhea-AI Filing Summary

Progyny, Inc. (PGNY) reported that its chief financial officer, Mark S. Livingston, had common shares withheld in early September 2026 to cover tax obligations from vesting equity awards. On September 3, 2026, 1,532 shares were withheld at $26.29 per share, and on September 2, 2026, 224 shares were withheld at $25.66 per share. A footnote states these were shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to him, rather than open-market sales.

Insider Trade Summary

Tax Withholding: 1,756 shares

Tax Withholding 2 txns

Insider Livingston Mark S.

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	1,532	$26.29	$40K
Tax Withholding	Common Stock F1	224	$25.66	$6K

Holdings After Transaction: Common Stock — 72,932 shares (Direct)

Footnotes (1)

1. F1. Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person.

Key Figures

Shares withheld September 3, 2026: 1,532 shares Price per share September 3, 2026: $26.29 per share Shares withheld September 2, 2026: 224 shares +2 more

5 metrics

Shares withheld September 3, 2026 1,532 shares Common stock withheld to pay withholding taxes on RSU vesting at $26.29 per share

Price per share September 3, 2026 $26.29 per share Value used for 1,532 shares withheld for tax payment on RSU vesting

Shares withheld September 2, 2026 224 shares Common stock withheld to pay withholding taxes on RSU vesting at $25.66 per share

Price per share September 2, 2026 $25.66 per share Value used for 224 shares withheld for tax payment on RSU vesting

Total shares withheld for taxes 1,756 shares Combined shares withheld on September 2–3, 2026 to satisfy tax liability on RSU vesting

Key Terms

restricted stock units, withholding taxes, tax liability

3 terms

restricted stock units financial

"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"

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.

tax liability financial

"Payment of tax liability by delivering or withholding securities"

FAQ

What did Progyny (PGNY) disclose about CFO Mark S. Livingston’s recent Form 4 transactions?

The Form 4 reports that the CFO had 1,756 common shares withheld on September 2–3, 2026 to cover withholding taxes owed upon vesting of restricted stock units, rather than selling shares in the open market.

How many Progyny (PGNY) shares were involved in the September 3, 2026 transaction?

On September 3, 2026, 1,532 shares of Progyny common stock were withheld from CFO Mark S. Livingston at a value of $26.29 per share to pay withholding taxes on vesting restricted stock units.

What was the earlier Progyny (PGNY) tax-withholding transaction on September 2, 2026?

On September 2, 2026, the CFO had 224 shares of Progyny common stock withheld at $25.66 per share, also for payment of withholding taxes tied to vesting restricted stock units granted to him.

Were the reported Progyny (PGNY) Form 4 transactions open-market sales by the CFO?

No. Both transactions are coded as F and described as payment of tax liability by delivering or withholding securities. A footnote clarifies the shares were withheld to cover withholding taxes on vesting restricted stock units.

Were the Progyny (PGNY) Form 4 transactions under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and there is no footnote indicating that these tax-withholding dispositions were executed under a Rule 10b5-1 trading plan.

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

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Available on EDGAR 09/04/2026 - 04:28 PM Accepted by SEC EDGAR 09/04/2026 - 04:28 PM 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).

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)
09/02/2026

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	09/02/2026		F		224(1)	D	$25.66	74,464	D
Common Stock	09/03/2026		F		1,532(1)	D	$26.29	72,932	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	09/04/2026
	** 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)