Form 4: Progyny CFO Sells Shares for Tax Obligations

Progyny's CFO, Mark S. Livingston, disposed of 479 shares of common stock to cover tax withholdings related to restricted stock unit vesting.

Summary

• Mark S. Livingston, Chief Financial Officer of Progyny, Inc. (PGNY), reported a transaction involving the company's common stock.
• The transaction, dated September 4, 2025, involved the disposition of 479 shares of common stock.
• The shares were disposed of at a price of $23.54 per share.
• This disposition was specifically for the payment of withholding taxes upon the vesting of restricted stock units granted to Mr. Livingston.
• Following this transaction, Mr. Livingston directly beneficially owns 69,661 shares of Progyny Common Stock.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• The filing date for this Statement of Changes in Beneficial Ownership was September 5, 2025.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary sale for tax purposes related to RSU vesting, which is a common occurrence for executives and does not reflect a change in investment sentiment or company fundamentals.

Positives

• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-arranged and compliant sale for tax purposes.
• The disposition is a routine event for tax withholding upon RSU vesting, not a discretionary sale that might signal a lack of confidence.

Negatives

• A minor reduction in direct beneficial ownership by 479 shares.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

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

Industry Context

This insider transaction is specific to Progyny, Inc. and its executive compensation practices, and does not directly reflect broader industry trends or competitive dynamics.

Stakeholder Impact

• Shareholders: The transaction represents a minor, non-discretionary reduction in insider ownership, which is a common aspect of executive compensation and is unlikely to have a significant impact on shareholder value.
• Employees: The transaction reflects standard RSU vesting and tax handling processes, which are typical for executive compensation packages.

Key Dates

Recommendation

The reported transaction is a routine disposition of shares by an insider to cover tax obligations upon the vesting of restricted stock units. This is a non-discretionary event and does not indicate a change in the insider's investment conviction or the company's fundamental outlook, thus warranting a 'hold' recommendation based solely on this filing.

Keywords

Progyny, PGNY, Mark S. Livingston, CFO, Form 4, Insider Transaction, Stock Sale, RSU Vesting, Tax Withholding, Rule 10b5-1