Progyny CFO has 479 shares withheld for taxes

Progyny’s CFO had a small number of shares withheld for taxes on RSU vesting, leaving a direct holding of 72,453 shares.

Rhea-AI Filing Summary

Progyny, Inc. (PGNY) reported that Chief Financial Officer Mark S. Livingston had 479 shares of common stock withheld on September 4, 2026 to pay withholding taxes upon the vesting of restricted stock units granted to him. The shares were valued at $26.61 per share, and he now holds 72,453 shares of Progyny common stock directly. The filing states these shares were withheld for tax purposes and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 479 shares

Tax Withholding 1 txn

Insider Livingston Mark S.

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	479	$26.61	$13K

Holdings After Transaction: Common Stock — 72,453 shares (Direct)

Footnotes (1)

1. F1. Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person.

Key Figures

Shares withheld for taxes: 479 shares Per-share value for withheld shares: $26.61 per share Shares held after transaction: 72,453 shares

3 metrics

Shares withheld for taxes 479 shares Withheld on September 4, 2026 for payment of withholding taxes on RSU vesting

Per-share value for withheld shares $26.61 per share Value applied to 479 shares withheld for taxes

Shares held after transaction 72,453 shares Direct holdings of CFO Mark S. Livingston after the September 4, 2026 transaction

Key Terms

restricted stock units, withholding taxes, Payment of tax liability by delivering or withholding securities

3 terms

restricted stock units financial

"withholding taxes 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 of restricted stock units"

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.

Payment of tax liability by delivering or withholding securities financial

"transaction is described as Payment of tax liability by delivering or withholding securities"

FAQ

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

Progyny reported that CFO Mark S. Livingston had 479 shares of common stock withheld on September 4, 2026 to pay withholding taxes upon the vesting of restricted stock units granted to him.

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

After the tax-withholding transaction, CFO Mark S. Livingston directly holds 72,453 shares of Progyny common stock, as reported in the Form 4 filing.

What was the share value used for the Progyny (PGNY) tax-withholding by the CFO?

The 479 Progyny shares withheld for taxes were valued at $26.61 per share, according to the Form 4 filing for CFO Mark S. Livingston.

Was the Progyny (PGNY) CFO’s Form 4 transaction made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked, and the footnote describes the event as shares withheld for payment of withholding taxes upon RSU vesting, not as an open-market trade under a trading plan.

Did the Progyny (PGNY) CFO sell shares in the open market in this Form 4?

No. The transaction is coded as F, described as payment of tax liability by delivering or withholding securities, and the footnote states the 479 shares were withheld to cover taxes on vesting restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 04:18 PM Accepted by SEC EDGAR 09/08/2026 - 04:17 PM Learn about SEC filing dates

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^*

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)
09/04/2026

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	09/04/2026		F		479(1)	D	$26.61	72,453	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	09/08/2026
	** 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)