Progyny Insider Filing: 3,750-Share Reduction for Allison Swartz

Rhea-AI Filing Summary

Allison Swartz, EVP and General Counsel of Progyny, Inc. (PGNY), reported two transactions on 08/28/2025. She sold 2,398 shares of Common Stock under a Rule 10b5-1 plan at $22.96 per share and had 1,352 shares withheld to cover taxes on vested restricted stock units at an effective price of $23.02 per share. The filings show total beneficial ownership following these transactions of 78,345 shares. The 10b5-1 plan was entered on May 13, 2025, and the Form 4 was signed via attorney-in-fact on 09/02/2025. The report reflects routine disposition and tax-withholding actions by an officer rather than derivative activity.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating preplanned execution and reduced concerns about opportunistic insider trading
• Tax withholding for RSU vesting handled through share withholding, a standard and compliant equity-compensation practice
• Form 4 filed and signed, demonstrating compliance with Section 16 reporting requirements

Negative

• Net reduction of 3,750 shares in the reporting person's beneficial holdings following the transactions
• Insider sale may be interpreted by some investors as personal liquidity-taking, though no further context is provided

Insights

Corporate Governance Expert

TL;DR: Routine, pre-planned sale under a 10b5-1 plan and tax-withholding for RSU vesting; standard insider activity with low governance concern.

The sale of 2,398 shares pursuant to a Rule 10b5-1 plan indicates the transaction was executed under a pre-established trading arrangement, which typically reduces concerns about opportunistic insider trading. The additional 1,352 shares were withheld to satisfy tax obligations on vested restricted stock units, a common payroll tax mechanism for equity compensation. No options, conversions, or derivative transactions were reported. From a governance perspective, this Form 4 documents compliance with Section 16 reporting and with the planned nature of the sale, so the filing is informational rather than indicative of a governance issue.

Securities Analyst

TL;DR: Officer reduced holdings by 3,750 shares via sale and tax withholding; transaction appears routine and not material to company capital structure.

The combined disposition (2,398 shares sold and 1,352 shares withheld) reduces Ms. Swartz beneficial ownership to 78,345 shares following the reported transactions. Prices reported are $22.96 for the 10b5-1 sale and $23.02 as the withholding basis. There are no reported derivative positions or exercisable instruments on this Form 4. For analysts, this is a straightforward insider liquidity event and equity compensation settlement that does not alter outstanding share count or signal derivative exposure.

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)
08/28/2025

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	08/28/2025		S(1)		2,398	D	$22.96	79,697	D
Common Stock	08/28/2025		F(2)		1,352	D	$23.02	78,345	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 sold pursuant to a Rule 10b5-1 trading plan entered into on May 13, 2025.

2. 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	09/02/2025
	** 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 did Allison Swartz report on the PGNY Form 4?

She reported a sale of 2,398 shares at $22.96 per share under a Rule 10b5-1 plan and 1,352 shares withheld for taxes at $23.02; beneficial ownership after transactions was 78,345 shares.

When were the transactions and when was the 10b5-1 plan entered?

The transactions occurred on 08/28/2025, and the Rule 10b5-1 trading plan was entered on May 13, 2025.

Does the Form 4 report any options or derivative securities for PGNY?

No. Table II (derivative securities) contains no reported exercisable or convertible instruments in this filing.

How many total shares did the reporting person dispose of?

The reporting person disposed of a total of 3,750 shares (2,398 sold and 1,352 withheld for taxes) on 08/28/2025.

Who signed the Form 4 and when?

The Form 4 was signed by Mark Livingston, Attorney-in-Fact on 09/02/2025.