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Progyny, Inc. (PGNY) COO trades stock: 2,244 shares sold, 1,193 for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Progyny, Inc. Chief Operating Officer Melissa B. Cummings reported insider transactions in Common Stock. On July 14, 2026, she executed an open-market sale of 2,244 shares at $31.60 per share under a pre-arranged Rule 10b5-1 trading plan. On the same date, 1,193 shares were disposed of to cover withholding taxes upon the vesting of restricted stock units. The tax-related share disposition was not an open-market sale.

Positive

  • None.

Negative

  • None.
Insider Cummings Melissa B
Role Chief Operating Officer
Sold 2,244 shs ($71K)
Type Security Shares Price Value
Tax Withholding Common Stock 1,193 $31.98 $38K
Sale Common Stock 2,244 $31.60 $71K
Holdings After Transaction: Common Stock — 72,178 shares (Direct)
Footnotes (1)
  1. Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person. Shares sold pursuant to a Rule 10b5-1 trading plan entered into on December 19, 2025.
Shares sold 2,244 shares Open-market sale of Common Stock on July 14, 2026
Sale price $31.60 per share Price for 2,244-share open-market sale on July 14, 2026
Tax-withholding shares 1,193 shares Shares disposed to cover withholding taxes upon RSU vesting
Tax-withholding price $31.98 per share Value per share for 1,193-share tax-withholding disposition on July 14, 2026
Rule 10b5-1 trading plan regulatory
"Shares sold pursuant to a Rule 10b5-1 trading plan entered into on December 19, 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.
restricted stock units financial
"Shares withheld for payment of 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 granted to the Reporting Person."
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 for 1,193 shares of Common Stock."
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.
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider stock transactions did Progyny (PGNY) COO Melissa Cummings report?
Melissa Cummings reported two insider transactions on July 14, 2026: an open-market sale of 2,244 shares at $31.60 per share and a tax-withholding disposition of 1,193 shares at $31.98 per share related to vested restricted stock units, as reported in her Form 4 filing.

How many Progyny (PGNY) shares did Melissa Cummings sell and at what price?
She completed an open-market sale of 2,244 shares of Progyny Common Stock at an average price of $31.60 per share. This transaction was coded as an "S" sale and classified as an open-market transaction in the Form 4 insider report.

Were Melissa Cummings’ Progyny (PGNY) share sales made under a Rule 10b5-1 plan?
Yes, the 2,244-share sale at $31.60 per share was executed pursuant to a Rule 10b5-1 trading plan. The plan was entered into on December 19, 2025, indicating the transaction was pre-arranged rather than timed at her discretion.

Why were 1,193 Progyny (PGNY) shares disposed of by Melissa Cummings?
The 1,193 shares were withheld at $31.98 per share to satisfy withholding taxes tied to the vesting of restricted stock units. This F-code transaction reflects a tax-withholding disposition, not an open-market sale into the market.

What is the nature of the F-code transaction in Melissa Cummings’ Progyny (PGNY) Form 4?
The F-code entry reports a tax-withholding disposition of 1,193 shares at $31.98 per share. These shares were delivered to cover tax obligations from RSU vesting, meaning they did not represent a discretionary sale on the open market.
SEC Form 4
FORM 4UNITED 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*
Cummings Melissa B
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/14/2026F1,193(1)D$31.9872,178D
Common Stock07/14/2026S2,244(2)D$31.669,934D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 December 19, 2025.
Remarks:
/s/ Mark Livingston, Attorney-in-Fact07/16/2026
** Signature of Reporting PersonDate
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