Progyny (PGNY) CFO reports 339-share tax-withholding disposition on Form 4

Rhea-AI Filing Summary

Progyny, Inc. chief financial officer Mark S. Livingston reported a small tax-related share disposition tied to equity compensation. On March 4, 2026, 339 shares of Progyny common stock were withheld at $17.52 per share to cover withholding taxes upon the vesting of his restricted stock units, rather than being sold in an open-market transaction. After this withholding, he directly owned 87,338 common shares of Progyny. This type of Form 4 event reflects routine administration of stock-based compensation rather than a discretionary buy or sell decision.

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

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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 NY 10018

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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

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

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

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	03/04/2026		F		339(1)	D	$17.52	87,338	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	03/06/2026
	** 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.

FAQ

What did Progyny (PGNY) CFO Mark S. Livingston report on this Form 4?

Progyny CFO Mark S. Livingston reported a small, tax-related disposition of shares. A total of 339 common shares were withheld to cover taxes when his restricted stock units vested, rather than being sold in the open market.

How many Progyny (PGNY) shares were involved in the CFO’s tax-withholding disposition?

The Form 4 shows 339 shares of Progyny common stock were withheld. These shares covered withholding tax obligations upon the vesting of restricted stock units granted to Livingston as part of his equity compensation package.

At what price were the withheld Progyny (PGNY) shares valued in the Form 4?

The withheld shares were valued at $17.52 per share. This price is used on the Form 4 to calculate the value of the 339 shares withheld to satisfy the CFO’s tax liability related to restricted stock unit vesting.

How many Progyny (PGNY) shares does the CFO own after this Form 4 transaction?

Following the tax-withholding disposition, Mark S. Livingston directly owned 87,338 shares of Progyny common stock. This figure represents his remaining direct holdings after 339 shares were withheld to cover his equity-compensation tax obligation.

Was the Progyny (PGNY) CFO’s Form 4 transaction an open-market sale or a tax withholding?

The transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to pay withholding taxes triggered when Livingston’s restricted stock units vested, as explained in the Form 4 footnote.

What does transaction code F mean in the Progyny (PGNY) CFO’s Form 4?

Transaction code F indicates shares were used for tax or exercise payments. Here, it reflects payment of withholding taxes by delivering 339 shares when the CFO’s restricted stock units vested, rather than a discretionary stock sale.