Progyny (PGNY) EVP Allison Swartz receives equity grants and sells shares

Rhea-AI Filing Summary

Progyny, Inc. EVP and General Counsel Allison Swartz reported multiple equity transactions in Progyny (PGNY) stock. On March 2, 2026, she received an annual merit grant of 28,409 shares of common stock and 41,430 stock options under the 2019 Equity Incentive Plan. These awards vest 33% on the first anniversary of the grant date, with the remainder vesting quarterly through the third anniversary, contingent on continued service. That same day, 1,551 shares were withheld at $17.69 per share to cover taxes on RSU vesting, and 2,199 shares were sold at $17.27 per share under a Rule 10b5-1 trading plan. On March 3, 2026, an additional 2,842 shares were withheld for taxes at $17.60 per share, and 500 shares and 4,157 shares were sold at $17.396 and $17.40 per share, respectively, also under the 10b5-1 plan. Following these transactions, she held 89,879 shares of common stock directly.

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

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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).

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)
03/02/2026

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	03/02/2026		A		28,409(1)	A	$0	101,128	D
Common Stock	03/02/2026		F		1,551(2)	D	$17.69	99,577	D
Common Stock	03/02/2026		S		2,199(3)	D	$17.27	97,378	D
Common Stock	03/03/2026		F		2,842(2)	D	$17.6	94,536	D
Common Stock	03/03/2026		S		500(3)	D	$17.396	94,036	D
Common Stock	03/03/2026		S		4,157(3)	D	$17.4	89,879	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
Stock Option (Right to Buy)	$17.6	03/02/2026		A		41,430		(4)	03/01/2036	Common Stock	41,430	$0	41,430	D

Explanation of Responses:

1. Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). This was an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Issuer common stock. 33% of the RSUs will vest on the first anniversary of the grant date, with the remainder vesting quarterly in installments thereafter through the third anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date.

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

3. Shares sold pursuant to a Rule 10b5-1 trading plan entered into on May 13, 2025.

4. Represents an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. 33% of the shares will vest on the first anniversary of the grant date, with the remainder vesting quarterly in installments thereafter through the third anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date.

Remarks:

	/s/ Mark Livingston, Attorney-in-Fact	03/04/2026
	** 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.

FAQ

What did Progyny (PGNY) executive Allison Swartz report in this Form 4?

Allison Swartz, EVP and General Counsel of Progyny, reported equity grants and related share transactions. She received stock and option awards, had shares withheld for taxes on RSU vesting, and executed pre-planned open-market sales under a Rule 10b5-1 trading plan.

How many Progyny (PGNY) shares did Allison Swartz sell in this filing?

Allison Swartz sold a total of 6,856 shares of Progyny common stock in open-market transactions. These consisted of 2,199 shares on March 2, 2026 and 500 plus 4,157 shares on March 3, 2026, all under a Rule 10b5-1 trading plan.

What equity awards did Allison Swartz receive from Progyny (PGNY)?

Allison Swartz received an annual merit grant of 28,409 shares of Progyny common stock and 41,430 stock options. Both awards were granted under Progyny’s 2019 Equity Incentive Plan and feature three-year vesting with 33% vesting after one year and the remainder vesting quarterly.

How do the Progyny (PGNY) RSU and stock awards to Allison Swartz vest?

Both the restricted stock units and the stock award grants to Allison Swartz vest over three years. One-third vests on the first anniversary of the grant date, and the remaining two-thirds vest in quarterly installments, subject to her continued service with Progyny.

Were any Progyny (PGNY) shares withheld for taxes in this Form 4?

Yes. Shares were withheld from Allison Swartz to satisfy tax obligations when her restricted stock units vested. Specifically, 1,551 shares were withheld at $17.69 per share on March 2, 2026 and 2,842 shares were withheld at $17.60 per share on March 3, 2026.

What trading plan governed Allison Swartz’s Progyny (PGNY) share sales?

Allison Swartz’s share sales were executed under a Rule 10b5-1 trading plan. The filing notes that the open-market sales reported were made pursuant to this pre-arranged plan, which was entered into on May 13, 2025 to structure future stock sale transactions.

How many Progyny (PGNY) shares did Allison Swartz hold after these transactions?

After the reported transactions, Allison Swartz directly held 89,879 shares of Progyny common stock. This figure reflects her position following the equity grants, share withholding for taxes, and the series of open-market sales disclosed in the Form 4 filing.