Progyny (PGNY) CFO sells 8,275 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Progyny, Inc. Chief Financial Officer Mark S. Livingston reported an open-market sale of 8,275 shares of common stock on May 20, 2026 at an average price of $25.50 per share. The sale was executed pursuant to a Rule 10b5-1 trading plan entered into on August 15, 2025, and Livingston now directly holds 79,063 shares.

Insider Trade Summary 10b5-1

Net Seller: 8,275 shares ($211,013)

Net Sell 1 txn

Insider Livingston Mark S.

Role CHIEF FINANCIAL OFFICER

Sold 8,275 shs ($211K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,275	$25.50	$211K

Holdings After Transaction: Common Stock — 79,063 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 8,275 shares Sale price: $25.50 per share Shares held after: 79,063 shares

3 metrics

Shares sold 8,275 shares Open-market sale on May 20, 2026

Sale price $25.50 per share Average price for 8,275 shares sold

Shares held after 79,063 shares Direct common stock holdings after transaction

Key Terms

Rule 10b5-1 trading plan, open-market sale, Common Stock

3 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.

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.

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

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)
05/20/2026

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	05/20/2026		S		8,275(1)	D	$25.5	79,063	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 sold pursuant to a Rule 10b5-1 trading plan entered into on August 15, 2025.

Remarks:

	/s/ Mark S. Livingston	05/21/2026
	** 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)

FAQ

What insider transaction did Progyny (PGNY) report for its CFO?

Progyny reported that CFO Mark S. Livingston sold 8,275 shares of common stock. The open-market sale occurred on May 20, 2026 at an average price of $25.50 per share, and was executed under a pre-arranged Rule 10b5-1 trading plan.

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

After the reported transaction, CFO Mark S. Livingston directly holds 79,063 shares of Progyny common stock. This figure reflects his remaining direct ownership position following the open-market sale of 8,275 shares on May 20, 2026.

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

Yes, the CFO’s sale was made pursuant to a Rule 10b5-1 trading plan. The filing states the plan was entered into on August 15, 2025, indicating the transaction was pre-scheduled rather than an ad hoc discretionary sale.

What price did the Progyny (PGNY) CFO receive for the shares sold?

The CFO received an average price of $25.50 per share for the 8,275 Progyny common shares sold. This transaction was reported as an open-market sale, providing transparency around the per-share sale price and total share quantity.

Does the Form 4 show any Progyny (PGNY) option exercises by the CFO?

The Form 4 does not show any option or derivative exercises in this transaction. It reports a single non-derivative open-market sale of common stock, with no derivative positions or exercises listed in the derivative transaction summary.