Progyny CPO has 819 shares withheld for taxes

Progyny’s Chief Product Officer had shares withheld to cover RSU tax obligations, leaving him with 59,009 directly held shares.

Available on EDGAR 09/21/2026 - 05:21 PM EDT Accepted by SEC EDGAR 09/21/2026 - 05:20 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Progyny, Inc. (PGNY) reported that Chief Product Officer Geoffrey Clapp had 819 shares of common stock withheld on September 17, 2026 to cover withholding taxes due upon the vesting of restricted stock units granted to him. The tax-withholding disposition was priced at $27.38 per share, and he now holds 59,009 shares of Progyny common stock directly. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Tax Withholding: 819 shares

Tax Withholding 1 txn

Insider Clapp Geoffrey

Role Chief Product Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	819	$27.38	$22K

Holdings After Transaction: Common Stock — 59,009 shares (Direct)

Footnotes (1)

1. F1. Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person.

Key Figures

Shares withheld for taxes: 819 shares Per-share value for tax withholding: $27.38 per share Shares held after transaction: 59,009 shares +1 more

4 metrics

Shares withheld for taxes 819 shares Withheld on September 17, 2026 to pay RSU-related withholding taxes

Per-share value for tax withholding $27.38 per share Value applied to the 819 shares withheld

Shares held after transaction 59,009 shares Directly owned by Geoffrey Clapp after the September 17, 2026 withholding

Transaction date September 17, 2026 Date of tax-withholding disposition of 819 shares

Key Terms

restricted stock units, withholding taxes, Payment of tax liability by delivering or withholding securities

3 terms

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"

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.

Payment of tax liability by delivering or withholding securities financial

"transaction code description is Payment of tax liability by delivering"

FAQ

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

What insider transaction did PGNY disclose for Geoffrey Clapp?

Progyny disclosed that Chief Product Officer Geoffrey Clapp had 819 shares of common stock withheld on September 17, 2026 to pay withholding taxes related to vesting restricted stock units.

Was the PGNY insider transaction an open-market sale?

No. The filing states the 819 shares were withheld for payment of withholding taxes upon vesting of restricted stock units, which is a tax-withholding disposition, not an open-market sale.

How many Progyny (PGNY) shares does Geoffrey Clapp hold after this transaction?

After the tax-withholding disposition, Geoffrey Clapp directly holds 59,009 shares of Progyny common stock, as reported in the filing.

At what price were the withheld PGNY shares valued in the Form 4?

The Form 4 reports the 819 withheld shares at a value of $27.38 per share, used in connection with paying the tax liability on vested restricted stock units.

Was the PGNY insider tax-withholding transaction under a Rule 10b5-1 plan?

No. The document-level indicator shows no Rule 10b5-1 plan is reported for this transaction.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

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)
09/17/2026

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	09/17/2026		F		819(1)	D	$27.38	59,009	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	09/21/2026
	** 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)