Progyny (PGNY) Chief Product Officer has 819 shares withheld for RSU taxes

Q: What did Progyny (PGNY) Chief Product Officer Geoffrey Clapp report on this Form 4?

Geoffrey Clapp reported that shares of Progyny common stock were withheld to cover taxes. The transaction reflects routine tax withholding upon vesting of restricted stock units, rather than an open-market purchase or sale of shares by the executive.

Q: How many Progyny (PGNY) shares were involved in Geoffrey Clapp’s latest Form 4?

The Form 4 shows 819 shares of Progyny common stock were withheld. These shares covered withholding taxes due when Clapp’s restricted stock units vested, a standard equity compensation-related adjustment rather than a discretionary trade in the open market.

Q: Was Geoffrey Clapp’s Progyny (PGNY) Form 4 a market sale of shares?

No, the transaction was a tax-withholding disposition , not an open-market sale. Shares were automatically withheld by Progyny to pay withholding taxes owed when restricted stock units vested, a common feature of equity compensation programs.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Progyny, Inc. Chief Product Officer Geoffrey Clapp reported a routine share disposition related to taxes. On June 17, 2026, 819 shares of common stock were withheld at $26.60 per share to cover withholding taxes upon the vesting of restricted stock units. After this tax-withholding transaction, Clapp directly held 59,828 shares of Progyny common stock. This was not an open-market sale but an automatic share withholding to satisfy tax obligations tied to equity compensation.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Clapp Geoffrey

Role Chief Product Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	819	$26.60	$22K

Holdings After Transaction: Common Stock — 59,828 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 819 shares Per-share value for withholding: $26.60 per share Shares held after transaction: 59,828 shares

3 metrics

Shares withheld for taxes 819 shares Tax withholding on RSU vesting on June 17, 2026

Per-share value for withholding $26.60 per share Value used for tax-withholding calculation

Shares held after transaction 59,828 shares Direct Progyny common stock holdings following Form 4 transaction

Key Terms

restricted stock units, withholding taxes, tax-withholding disposition, Form 4

4 terms

restricted stock units financial

"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"

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.

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 04:08 PM Accepted by SEC EDGAR 06/23/2026 - 04:07 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^*

Clapp Geoffrey

(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 Product Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026

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	06/17/2026		F		819⁽¹⁾	D	$26.6	59,828	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.

Remarks:

	/s/ Mark Livingston, Attorney-in-Fact	06/23/2026
	** 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 did Progyny (PGNY) Chief Product Officer Geoffrey Clapp report on this Form 4?

Geoffrey Clapp reported that shares of Progyny common stock were withheld to cover taxes. The transaction reflects routine tax withholding upon vesting of restricted stock units, rather than an open-market purchase or sale of shares by the executive.

How many Progyny (PGNY) shares were involved in Geoffrey Clapp’s latest Form 4?

The Form 4 shows 819 shares of Progyny common stock were withheld. These shares covered withholding taxes due when Clapp’s restricted stock units vested, a standard equity compensation-related adjustment rather than a discretionary trade in the open market.

At what price were the Progyny (PGNY) shares valued for Geoffrey Clapp’s tax withholding?

The withheld shares were valued at $26.60 per share. This value is used solely to calculate the number of shares needed to satisfy the tax obligation triggered by the vesting of restricted stock units awarded to Geoffrey Clapp.

How many Progyny (PGNY) shares does Geoffrey Clapp hold after this Form 4 transaction?

Following the tax-withholding disposition, Geoffrey Clapp directly holds 59,828 shares of Progyny common stock. This figure reflects his position after 819 shares were withheld for taxes tied to the vesting of previously granted restricted stock units.

Was Geoffrey Clapp’s Progyny (PGNY) Form 4 a market sale of shares?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were automatically withheld by Progyny to pay withholding taxes owed when restricted stock units vested, a common feature of equity compensation programs.