Progyny (PGNY) EVP, GC Swartz sells shares under Rule 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Progyny, Inc. executive vice president and general counsel Allison Swartz reported two transactions in company common stock on May 28, 2026. She completed an open-market sale of 2,398 shares at $25.46 per share under a pre-established Rule 10b5-1 trading plan. Separately, 1,352 shares were withheld to cover withholding taxes upon the vesting of restricted stock units, which is a non-market, compensation-related event. After these transactions, she directly owned 87,589 shares of Progyny common stock.

Insider Trade Summary 10b5-1

Net Seller: 2,398 shares ($61,053)

Net Sell 2 txns

Insider Swartz Allison

Role EVP, GC

Sold 2,398 shs ($61K)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,352	$25.48	$34K
Sale	Common Stock	2,398	$25.46	$61K

Holdings After Transaction: Common Stock — 87,589 shares (Direct, null)

Footnotes (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 May 13, 2025.

Key Figures

Shares sold: 2,398 shares Sale price: $25.46 per share Tax-withheld shares: 1,352 shares +1 more

4 metrics

Shares sold 2,398 shares Open-market sale on May 28, 2026

Sale price $25.46 per share Open-market sale on May 28, 2026

Tax-withheld shares 1,352 shares Withholding for RSU vesting taxes on May 28, 2026

Shares held after transactions 87,589 shares Direct ownership after May 28, 2026 transactions

Key Terms

Rule 10b5-1 trading plan, restricted stock units, withholding taxes, tax-withholding disposition

4 terms

Rule 10b5-1 trading plan regulatory

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

"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.

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.

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Form 4 Insider Transactions: What Each Field Means →

06/01/2026 - 04:08 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^*

Swartz Allison

(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)
	EVP, GC

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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	05/28/2026		F		1,352⁽¹⁾	D	$25.48	87,589	D
Common Stock	05/28/2026		S		2,398⁽²⁾	D	$25.46	85,191	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.

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

Remarks:

	/s/ Mark Livingston, Attorney-in-Fact	06/01/2026
	** 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 insider transactions did Progyny (PGNY) report for Allison Swartz?

Allison Swartz reported an open-market sale and a tax withholding. She sold 2,398 Progyny common shares at $25.46 and had 1,352 shares withheld to cover taxes on vested restricted stock units, both dated May 28, 2026.

How many Progyny (PGNY) shares did the executive sell and at what price?

Allison Swartz sold 2,398 Progyny common shares at $25.46 each. The transaction was coded as an open-market sale and executed pursuant to a Rule 10b5-1 trading plan entered into on May 13, 2025.

What does the F-coded transaction mean in the Progyny (PGNY) Form 4?

The F-coded transaction reflects tax-withholding, not a market sale. Progyny withheld 1,352 shares of common stock to satisfy withholding taxes when restricted stock units vested for Allison Swartz on May 28, 2026.

Was the Progyny (PGNY) insider sale made under a Rule 10b5-1 plan?

Yes, the insider sale was made under a Rule 10b5-1 trading plan. The Form 4 notes that the 2,398-share sale by Allison Swartz was executed pursuant to a plan she entered into on May 13, 2025.

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

Following the reported transactions, Allison Swartz held 87,589 shares. The Form 4 shows this direct ownership figure for Progyny common stock after the sale and tax-withholding disposition on May 28, 2026.