Progyny EVP Swartz sells 1,798 shares in Form 4

Progyny, Inc. executive vice president and general counsel Allison Swartz reported modest net selling of company common stock.

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.

Insider Trade Summary 10b5-1

Net Seller: 1,798 shares

Net Sell 4 txns

Insider Swartz Allison

Role EVP, GC

Sold 1,798 shs ($45K)

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	339	$24.99	$8K
Sale	Common Stock	599	$25.08	$15K
Exercise Price or Tax Liability	Common Stock	676	$25.12	$17K
Sale	Common Stock	1,199	$25.02	$30K

Holdings After Transaction: Common Stock — 82,378 shares (Direct)

Footnotes (2)

1. F1. Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person.
2. F2. Shares sold pursuant to a Rule 10b5-1 trading plan entered into on May 13, 2025.

Key Figures

Open-market sale 1: 599 shares at $25.08 Open-market sale 2: 1,199 shares at $25.02 Tax withholding 1: 339 shares at $24.99 +4 more

7 metrics

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

Key Terms

Rule 10b5-1 trading plan, restricted stock units, withholding taxes, open-market sale, +1 more

5 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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 04:38 PM EDT Learn about SEC filing dates

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 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)
06/03/2026

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	06/03/2026		F		676(1)	D	$25.12	84,515	D
Common Stock	06/03/2026		S		1,199(2)	D	$25.02	83,316	D
Common Stock	06/04/2026		F		339(1)	D	$24.99	82,977	D
Common Stock	06/04/2026		S		599(2)	D	$25.08	82,378	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	06/05/2026
	** 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)