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Progyny (PGNY) EVP Swartz logs small share sales under 10b5-1 plan

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

Rhea-AI Filing Summary

Progyny, Inc. executive vice president and general counsel Allison Swartz reported modest net selling of company common stock. She sold a total of 1,798 shares in open-market transactions on June 3–4, 2026 at prices around $25 per share, under a pre-arranged Rule 10b5-1 trading plan. Separate dispositions of 1,015 shares were made to cover withholding taxes upon the vesting of restricted stock units. After these transactions, she directly holds 82,378 shares of Progyny common stock.

Positive

  • None.

Negative

  • None.
Insider Swartz Allison
Role EVP, GC
Sold 1,798 shs ($45K)
Type Security Shares Price Value
Tax Withholding Common Stock 339 $24.99 $8K
Sale Common Stock 599 $25.08 $15K
Tax Withholding Common Stock 676 $25.12 $17K
Sale Common Stock 1,199 $25.02 $30K
Holdings After Transaction: Common Stock — 82,977 shares (Direct, null)
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 May 13, 2025.
Open-market sale 1 599 shares at $25.08 Common Stock sale on June 4, 2026
Open-market sale 2 1,199 shares at $25.02 Common Stock sale on June 3, 2026
Tax withholding 1 339 shares at $24.99 Withheld for RSU taxes on June 4, 2026
Tax withholding 2 676 shares at $25.12 Withheld for RSU taxes on June 3, 2026
Total shares sold 1,798 shares Net open-market sales across June 3–4, 2026
Shares withheld for taxes 1,015 shares Tax-withholding dispositions linked to RSU vesting
Post-transaction holdings 82,378 shares Direct ownership after reported transactions
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.
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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 →
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*
Swartz Allison
(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)
EVP, GC
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		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 Stock06/03/2026F676(1)D$25.1284,515D
Common Stock06/03/2026S1,199(2)D$25.0283,316D
Common Stock06/04/2026F339(1)D$24.9982,977D
Common Stock06/04/2026S599(2)D$25.0882,378D
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 May 13, 2025.
Remarks:
/s/ Mark Livingston, Attorney-in-Fact06/05/2026
** 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

FAQ

What did Progyny (PGNY) executive Allison Swartz report in this Form 4?

She reported small stock sales and tax-related share withholdings. Swartz sold 1,798 Progyny common shares in open-market trades and had 1,015 shares withheld for taxes, all tied to her existing equity compensation arrangements.

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

She sold 1,798 Progyny common shares around $25 per share. The sales occurred at prices of $25.02 and $25.08 on June 3–4, 2026, as open-market transactions disclosed in the Form 4 filing.

Were the Progyny (PGNY) insider sales by Allison Swartz pre-planned?

Yes, the sales were made under a Rule 10b5-1 trading plan. The filing notes that the shares were sold pursuant to a trading plan entered into on May 13, 2025, indicating the transactions were scheduled in advance.

Why were some Progyny (PGNY) shares disposed of as tax withholding for Allison Swartz?

Shares were withheld to pay taxes on restricted stock unit vesting. The Form 4 states that 1,015 shares were used to satisfy withholding taxes when restricted stock units granted to Swartz vested, rather than being sold on the open market.

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

She directly holds 82,378 Progyny common shares after the trades. This post-transaction balance reflects her remaining direct ownership following the open-market sales and tax-withholding dispositions reported in the Form 4.

What types of transactions are shown in Allison Swartz’s Progyny (PGNY) Form 4?

The filing shows open-market sales and tax-withholding dispositions. Two transactions are coded “S” for open-market sales, and two are coded “F” for share dispositions used to pay withholding taxes on vested restricted stock units.