Were Progyny (PGNY) CFO share sales made under a Rule 10b5-1 plan?

Yes. The filing states that shares were sold pursuant to a Rule 10b5-1 trading plan entered into on August 15, 2025. Such pre-arranged plans allow executives to schedule trades in advance, reducing the significance of trade timing signals for investors.

Progyny (PGNY) CFO Livingston sells shares in 10b5-1 plan, retains 74,688

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Progyny, Inc. chief financial officer Mark S. Livingston reported small routine transactions in the company’s common stock. On June 4, 2026, he sold a total of 2,517 shares in open-market trades at $25.50 per share pursuant to a pre-arranged Rule 10b5-1 trading plan. In addition, 1,421 shares were withheld on June 3 and June 4 to cover withholding taxes upon the vesting of restricted stock units. Following these transactions, Livingston directly holds 74,688 shares of Progyny common stock.

Insider Trade Summary 10b5-1

Net Seller: 2,517 shares ($64,184)

Net Sell 4 txns

Insider Livingston Mark S.

Role CHIEF FINANCIAL OFFICER

Sold 2,517 shs ($64K)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	339	$24.99	$8K
Sale	Common Stock	1,918	$25.50	$49K
Sale	Common Stock	599	$25.50	$15K
Tax Withholding	Common Stock	1,082	$25.12	$27K

Holdings After Transaction: Common Stock — 77,205 shares (Direct, null)

Footnotes (1)

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

Key Figures

Open-market shares sold: 2,517 shares Sale price: $25.50 per share Shares withheld for taxes: 1,421 shares +3 more

6 metrics

Open-market shares sold 2,517 shares Common stock sold on June 4, 2026 at $25.50

Sale price $25.50 per share Open-market sales of common stock on June 4, 2026

Shares withheld for taxes 1,421 shares Tax-withholding dispositions on June 3–4, 2026

Post-transaction holdings 74,688 shares Common stock directly held after all reported transactions

Tax withholding price 1 $25.12 per share Shares withheld for taxes on June 3, 2026

Tax withholding price 2 $24.99 per share Shares withheld for taxes on June 4, 2026

Key Terms

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

5 terms

Rule 10b5-1 trading plan regulatory

"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

"Shares withheld for payment of 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 granted to the Reporting Person."

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.

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Form 4 Insider Transactions: What Each Field Means →

06/05/2026 - 04:38 PM

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

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)
06/03/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/03/2026		F		1,082⁽¹⁾	D	$25.12	77,544	D
Common Stock	06/04/2026		F		339⁽¹⁾	D	$24.99	77,205	D
Common Stock	06/04/2026		S		1,918⁽²⁾	D	$25.5	75,287	D
Common Stock	06/04/2026		S		599⁽²⁾	D	$25.5	74,688	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	06/05/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Progyny CFO Mark S. Livingston reported selling 2,517 common shares at $25.50 per share. He also had 1,421 shares withheld for taxes tied to vesting restricted stock units, leaving him with 74,688 directly held shares after the reported transactions.

How many Progyny (PGNY) shares did the CFO sell and at what price?

The CFO sold 2,517 shares of Progyny common stock in open-market transactions at $25.50 per share. These trades occurred on June 4, 2026, and were executed under a pre-arranged Rule 10b5-1 trading plan disclosed in the filing footnotes.

Why were some Progyny (PGNY) shares disposed of by the CFO as tax withholding?

The filing explains that certain shares were withheld to pay withholding taxes when restricted stock units vested. This tax-withholding disposition, totaling 1,421 shares, is a non-market mechanism for satisfying tax liabilities rather than a discretionary sale in the open market.

How many Progyny (PGNY) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, the CFO directly holds 74,688 shares of Progyny common stock. This figure reflects the position remaining following open-market sales and the separate withholding of shares used to satisfy tax obligations on vested restricted stock units.