PGNY Insider Filing: RSU Withholding and 10b5-1 Sale Reduce Holdings

Rhea-AI Filing Summary

Progyny, Inc. (PGNY) insider Allison Swartz, EVP and General Counsel, reported two transactions on 09/04/2025. 339 shares were withheld to satisfy taxes on vested restricted stock units at a per-share value of $23.54, and 599 shares were sold at $23.53 under a Rule 10b5-1 trading plan entered May 13, 2025. The filings show 78,006 shares beneficially owned after the withholding event and 77,407 shares after the sale, reflecting a net reduction in direct holdings. The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-established, compliant trading procedures
• Tax withholding on vested RSUs was handled by share withholding rather than cash, a routine administrative action

Negative

• Insider sold 599 shares, reducing direct beneficial ownership from 78,006 to 77,407 shares
• Overall holdings declined following the combined withholding and sale transactions

Insights

Corporate Governance Expert

TL;DR: Routine insider tax withholding and plan-based sale, showing governance compliance without material ownership shift.

The Form 4 discloses standard tax-withholding on vested RSUs and a small block sale executed under a pre-established Rule 10b5-1 plan. Both actions follow common insider compensation and liquidity practices and signal procedural compliance rather than opportunistic trading. The post-transaction beneficial ownership decline from 78,006 to 77,407 shares is small relative to typical public-company float and does not indicate a governance change or management turnover.

Securities Analyst

TL;DR: Minor share disposition; sales were executed under a 10b5-1 plan and for tax withholding on RSU vesting.

The reported sale of 599 shares at $23.53 and the withholding of 339 shares at $23.54 are modest in size and were conducted under documented mechanisms: tax withholding for RSUs and a 10b5-1 trading plan dated May 13, 2025. These details reduce the likelihood the trades were based on material nonpublic information. The transactions slightly reduced direct holdings but represent routine insider activity rather than a signal of company performance shifts.

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^*

Swartz Allison

(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)
	EVP, GC

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		F(1)		339	D	$23.54	78,006	D
Common Stock	09/04/2025		S(2)		599	D	$23.53	77,407	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 May 13, 2025.

Remarks:

	/s/ Mark Livingston, Attorney-in-Fact	09/05/2025
	** 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 transactions did Allison Swartz report on Form 4 for PGNY?

The Form 4 reports 339 shares withheld$23.54599 shares sold$23.53

Were the sales by the PGNY insider part of a trading plan?

Yes. The Form 4 states the sale of 599 shares was executed pursuant to a Rule 10b5-1 trading plan entered on May 13, 2025.

How did these transactions affect Allison Swartz's PGNY holdings?

Beneficial ownership was reported as 78,006 shares77,407 shares

What was the price per share for the reported transactions?

Withheld RSUs were recorded at $23.54$23.53

Who signed the Form 4 filing for the reporting person?

The form was signed by Mark Livingston, Attorney-in-Fact on 09/05/2025.