Progyny (PGNY) COO Cummings reports 4,172 shares withheld for RSU tax

Rhea-AI Filing Summary

Progyny, Inc. Chief Operating Officer Melissa B. Cummings had 4,172 shares of common stock withheld on April 14, 2026 to cover taxes on vesting restricted stock units. The shares were valued at $16.98 each for this tax-withholding transaction, which is not an open-market sale. After the withholding, she directly owns 82,949 shares of Progyny common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cummings Melissa B

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,172	$16.98	$71K

Holdings After Transaction: Common Stock — 82,949 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 4,172 shares Share value used for withholding: $16.98 per share Shares owned after transaction: 82,949 shares

3 metrics

Shares withheld for taxes 4,172 shares Withheld on April 14, 2026 for RSU tax obligations

Share value used for withholding $16.98 per share Valuation applied to withheld shares for tax calculation

Shares owned after transaction 82,949 shares Direct Progyny common stock holdings after tax withholding

Key Terms

restricted stock units, withholding taxes, tax-withholding disposition

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.

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Cummings Melissa B

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026

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	04/14/2026		F		4,172(1)	D	$16.98	82,949	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	04/16/2026
	** 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 did Progyny (PGNY) COO Melissa Cummings report in this Form 4?

Progyny COO Melissa Cummings reported a tax-related share withholding of 4,172 common shares. These shares were withheld by the company to satisfy withholding taxes due upon vesting of her restricted stock units, rather than being sold in the open market.

How many Progyny (PGNY) shares were withheld for taxes in this filing?

The filing shows 4,172 Progyny common shares withheld for taxes. The shares relate to the vesting of restricted stock units granted as compensation, and the withholding satisfies tax obligations instead of a discretionary market sale of stock.

At what price were the withheld Progyny (PGNY) shares valued?

The withheld shares were valued at $16.98 per Progyny common share. This price is used solely for calculating the tax-withholding value on vested restricted stock units, not as an indication of an open-market transaction or sale proceeds.

How many Progyny (PGNY) shares does Melissa Cummings hold after this transaction?

After the tax-withholding transaction, Melissa Cummings directly holds 82,949 Progyny common shares. This reflects her remaining ownership position following the automatic share withholding connected to the vesting of her restricted stock unit compensation award.

Was this Progyny (PGNY) Form 4 a stock sale by the COO?

No, this Form 4 reflects tax-withholding, not an open-market sale. The company withheld 4,172 shares upon RSU vesting to cover tax liabilities, meaning the transaction is compensation-related and mechanistic rather than a discretionary decision to sell shares in the market.