Progyny (PGNY) director Kevin Gordon sells 5,500 shares and shifts holdings to trust

Rhea-AI Filing Summary

Progyny director Kevin K. Gordon reported an open-market sale and related share transfers. On 2026-05-27, he sold 5,500 shares of Progyny common stock at $24.99 per share, leaving 9,318 shares held directly. Separate restructuring transactions moved 2,526 shares from his direct ownership into the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013, which now holds 15,027 shares with Gordon serving as trustee.

Insights

Insider trading analyst

Director executed a moderate open-market sale alongside internal trust transfers.

Director Kevin K. Gordon sold 5,500 shares of Progyny, Inc. common stock at $24.99 per share in an open-market transaction on 2026-05-27. This is the only sale reported, with no option exercises or tax-withholding events.

Following the sale, Gordon holds 9,318 shares directly. In addition, 2,526 shares were moved from his individual holdings into the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013, and the trust is shown holding 15,027 shares, with Gordon serving as trustee.

The filing indicates two restructuring-type transactions (code J) totaling 5,052 shares and one sale (code S) of 5,500 shares, resulting in a net-sell position of 5,500 shares in the summary. With no derivatives reported, the disclosure centers on this common-stock sale and the updated mix between direct and trust ownership.

Insider Trade Summary

Net Seller: 5,500 shares

Net Sell 3 txns

Insider GORDON KEVIN K

Role Director

Sold 5,500 shs ($137K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,500	$24.99	$137K
Other	Common Stock	2,526	$0.00	$0.00
Other	Common Stock	2,526	$0.00	$0.00

Holdings After Transaction: Common Stock — 6,792 shares (Direct); Common Stock — 15,027 shares (Indirect, See footnote)

Footnotes (3)

1. F1. Shares were transferred to the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013. The reporting person serves as trustee of the trust.
2. F2. Shares were transferred from the reporting person individually.
3. F3. The reportable securities are held directly by the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013. The Reporting Person serves as trustee of the trust.

Key Figures

Open-market sale: 5,500 shares at $24.99 Direct holdings after sale: 9,318 shares Trust holdings after transfers: 15,027 shares +1 more

4 metrics

Open-market sale 5,500 shares at $24.99 Common Stock, transaction code S on 2026-05-27

Direct holdings after sale 9,318 shares Common Stock held directly after 2026-05-27 transactions

Trust holdings after transfers 15,027 shares Held by Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013

Restructuring transfers 5,052 shares Two code J “other” transactions on 2026-05-27

Key Terms

open-market sale, Revocable Declaration of Trust, indirect ownership, transaction code J

4 terms

open-market sale financial

"Sale in open market or private transaction"

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.

Revocable Declaration of Trust financial

"Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013"

indirect ownership financial

"total_shares_following_transaction: 15027.0000, direct_or_indirect: I"

transaction code J financial

"transaction_code: J, transaction_code_description: Other acquisition or disposition"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/29/2026 - 04:17 PM Accepted by SEC EDGAR 05/29/2026 - 04:16 PM Learn about SEC filing dates

FAQ

What insider transactions did Progyny (PGNY) director Kevin K. Gordon report?

Kevin K. Gordon reported selling 5,500 Progyny common shares at $24.99 each and completing two share-restructuring transfers. The restructuring moved shares between his direct ownership and the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013, updating both direct and trust-held positions.

How many Progyny (PGNY) shares did Kevin K. Gordon sell and at what price?

He sold 5,500 Progyny common shares in an open-market transaction at $24.99 per share. This is the only sale in the filing, classified with transaction code S as an open-market or private transaction involving non-derivative common stock.

What are Kevin K. Gordon’s Progyny (PGNY) direct share holdings after this Form 4?

After the reported transactions, Kevin K. Gordon directly holds 9,318 Progyny common shares. This figure reflects the 5,500-share open-market sale and a restructuring transfer of 2,526 shares, which adjusted his individual account and the trust’s holdings on the same reporting date.

How many Progyny (PGNY) shares are held in Kevin K. Gordon’s revocable trust?

The Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013 holds 15,027 Progyny common shares. Gordon serves as trustee of this trust, and the filing notes that the reportable securities reflected in that line are held directly by the trust entity rather than in his individual name.

What do the code J transactions mean in the Progyny (PGNY) Form 4 filing?

Code J indicates “other acquisition or disposition,” which here reflects restructuring transactions totaling 5,052 shares. These transfers moved 2,526 shares from Gordon individually to his revocable trust and updated indirect ownership records without involving a purchase or sale for cash consideration.

Does Kevin K. Gordon have any Progyny (PGNY) derivative securities reported in this Form 4?

No derivative securities are reported in this Form 4 for Kevin K. Gordon. The derivativeSummary section is empty, and all disclosed transactions involve non-derivative Progyny common stock through one open-market sale and two restructuring transactions categorized with code J.

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^*

GORDON KEVIN K

(Last) (First) (Middle)

C/O PROGYNY, INC.

1359 BROADWAY, 2ND FLOOR

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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	05/27/2026		S		5,500	D	$24.99	9,318	D
Common Stock	05/27/2026		J		2,526	D	$0(1)	6,792	D
Common Stock	05/27/2026		J		2,526	A	$0(2)	15,027	I	See footnote(3)

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 were transferred to the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013. The reporting person serves as trustee of the trust.

2. Shares were transferred from the reporting person individually.

3. The reportable securities are held directly by the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013. The Reporting Person serves as trustee of the trust.

Remarks:

	/s/ Mark Livingston, Attorney-in-Fact	05/29/2026
	** 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)