Progyny (PGNY) EVP GC sells shares under 10b5-1 plan, pays tax

Rhea-AI Filing Summary

Progyny, Inc. executive vice president and general counsel Allison Swartz reported two stock transactions involving the company’s common stock. On March 4, 2026, 339 shares were withheld at $17.52 per share to cover withholding taxes upon the vesting of restricted stock units granted to her.

That same day, she sold 599 shares in an open-market transaction at $17.54 per share, executed under a pre-established Rule 10b5-1 trading plan entered into on May 13, 2025. After these transactions, she directly held 88,941 shares of Progyny common stock.

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)
03/04/2026

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	03/04/2026		F		339(1)	D	$17.52	89,540	D
Common Stock	03/04/2026		S		599(2)	D	$17.54	88,941	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.

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

Remarks:

	/s/ Mark Livingston, Attorney-in-Fact	03/06/2026
	** 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 on this Form 4?

Allison Swartz reported two transactions in Progyny common stock on March 4, 2026. Shares were withheld to pay taxes on vesting restricted stock units, and additional shares were sold in the open market under a pre-arranged Rule 10b5-1 trading plan.

How many Progyny (PGNY) shares did Allison Swartz sell and at what price?

Allison Swartz sold 599 shares of Progyny common stock at an average price of $17.54 per share. The transaction was an open-market sale executed pursuant to a Rule 10b5-1 trading plan that she entered into on May 13, 2025.

How many Progyny (PGNY) shares were used to cover tax withholding?

A total of 339 Progyny common shares were withheld at $17.52 per share to satisfy withholding taxes. This withholding occurred when restricted stock units previously granted to Allison Swartz vested, and the shares were used specifically to cover the related tax obligation.

How many Progyny (PGNY) shares does Allison Swartz own after these transactions?

After the March 4, 2026 transactions, Allison Swartz directly owned 88,941 shares of Progyny common stock. This figure reflects both the 339 shares withheld for taxes and the 599 shares sold in the open market under her Rule 10b5-1 trading plan.

What is notable about Allison Swartz’s Rule 10b5-1 trading plan for Progyny (PGNY) shares?

The open-market sale of 599 Progyny shares was made under a Rule 10b5-1 trading plan entered into on May 13, 2025. Such plans pre-schedule trades in advance, allowing insiders to sell shares according to predetermined instructions regardless of later material information.