Progyny (PGNY) Chief Product Officer has RSU shares withheld for taxes

Rhea-AI Filing Summary

Progyny, Inc. Chief Product Officer Geoffrey Clapp reported a routine share disposition related to taxes rather than an open-market trade. On March 17, 2026, 3,275 shares of common stock were withheld at $17.42 per share to cover withholding taxes upon the vesting of restricted stock units. Following this tax-withholding event, Clapp directly held 60,647 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

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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^*

Clapp Geoffrey

(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 Product Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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	03/17/2026		F		3,275(1)	D	$17.42	60,647	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 Livingston, Attorney-in-Fact	03/19/2026
	** 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)

FAQ

What insider transaction did Progyny (PGNY) report for Geoffrey Clapp?

Progyny reported that Chief Product Officer Geoffrey Clapp had 3,275 common shares withheld for taxes on March 17, 2026. This was a Form 4 transaction classified as tax-withholding tied to vesting restricted stock units, not an open-market purchase or sale.

Was the Progyny (PGNY) Form 4 a discretionary sale of shares?

No, the Form 4 reflects a tax-withholding disposition, not a discretionary open-market sale. Shares were delivered to cover withholding taxes when Clapp’s restricted stock units vested, a common administrative step in equity compensation programs rather than a market-timing decision.

How many Progyny (PGNY) shares were involved in Geoffrey Clapp’s tax withholding?

A total of 3,275 Progyny common shares were withheld at a price of $17.42 per share. These shares were used to satisfy withholding tax obligations arising from the vesting of restricted stock units granted to Geoffrey Clapp as part of his compensation.

How many Progyny (PGNY) shares does Geoffrey Clapp hold after this Form 4 event?

After the March 17, 2026 tax-withholding transaction, Geoffrey Clapp directly held 60,647 Progyny common shares. This remaining position reflects his ownership following the delivery of 3,275 shares to satisfy related withholding tax obligations on vested restricted stock units.

What does transaction code F mean in the Progyny (PGNY) Form 4 filing?

Transaction code F indicates shares were used to pay an exercise price or tax liability, not sold on the open market. In this case, 3,275 shares were withheld to satisfy withholding taxes tied to the vesting of restricted stock units granted to Geoffrey Clapp.