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Progyny insider reports option exercise and major share gift

Filing Impact
(Neutral)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Progyny, Inc. (PGNY) director reported an option exercise and a share transfer. On 11/14/2025, the reporting person exercised a stock option for 36,224 shares of common stock at $1.45 per share, paying the exercise price in cash and holding all shares received, with no shares sold in connection with the exercise.

On 11/18/2025, the reporting person transferred 50,265 shares held directly to The Norman C. and Melinda B. Payson Revocable Trust for no consideration, reported as a gift. Following these transactions, the person held common stock directly and also indirectly through the revocable trust and through EVO Eagle, LLC, over which the reporting person shares voting and dispositive power.

Positive

  • None.

Negative

  • None.
Insider Payson Norman
Role Director
Type Security Shares Price Value
Gift Common Stock 50,265 $0.00 --
Exercise Stock Option (Right to Buy) 36,224 $0.00 --
Exercise Common Stock 36,224 $1.45 $53K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 6,689 shares (Direct); Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 331,363 shares (Indirect, See footnote)
Footnotes (1)
  1. The Reporting Person paid the exercise price for the option in cash and has held all shares received upon exercise. No shares of stock were sold in connection with this transaction. On November 18, 2025, the Reporting Person transferred 50,265 shares held directly by the Reporting Person to The Norman C. and Melinda B. Payson Revocable Trust for no consideration. The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust. The reportable securities are held directly by EVO Eagle, LLC. The Reporting Person shares voting and dispositive power over the securities. These options are fully vested and exercisable.
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*
Payson Norman
(Last) (First) (Middle)
C/O PROGYNY, INC.
1359 BROADWAY, 2ND FLOOR
(Street)
NEW YORK NY 10018
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 11/14/2025 M 36,224(1) A $1.45 56,954 D
Common Stock 11/18/2025 G 50,265(2) D $0 6,689 D
Common Stock 331,363(2) I See footnote(3)
Common Stock 122,493 I See footnote(4)
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
Stock Option (Right to Buy) $1.45 11/14/2025 M 36,224 (5) 12/07/2026 Common Stock 36,224 $0 0 D
Explanation of Responses:
1. The Reporting Person paid the exercise price for the option in cash and has held all shares received upon exercise. No shares of stock were sold in connection with this transaction.
2. On November 18, 2025, the Reporting Person transferred 50,265 shares held directly by the Reporting Person to The Norman C. and Melinda B. Payson Revocable Trust for no consideration.
3. The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust.
4. The reportable securities are held directly by EVO Eagle, LLC. The Reporting Person shares voting and dispositive power over the securities.
5. These options are fully vested and exercisable.
Remarks:
/s/ Mark Livingston, Attorney-in-Fact 11/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did the Progyny (PGNY) director report on this Form 4?

The Form 4 reports a stock option exercise on 11/14/2025 for 36,224 shares of Progyny common stock at $1.45 per share, and a transfer of 50,265 shares on 11/18/2025 to a revocable trust for no consideration, reported as a gift.

How many Progyny (PGNY) options did the director exercise and at what price?

The director exercised a stock option for 36,224 shares of Progyny common stock at an exercise price of $1.45 per share on 11/14/2025, paying the exercise price in cash and retaining all shares received.

What is the nature of the 50,265-share transfer reported for Progyny (PGNY)?

On 11/18/2025, the reporting person transferred 50,265 shares of Progyny common stock held directly to The Norman C. and Melinda B. Payson Revocable Trust for no consideration, which is reported as a gift under transaction code G.

How are Progyny (PGNY) shares held indirectly by the reporting person?

Indirect holdings include shares held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust, and shares held by EVO Eagle, LLC, over which the reporting person shares voting and dispositive power.

What happened to the Progyny (PGNY) stock options after the reported exercise?

The stock option for 36,224 shares, which was fully vested and exercisable, was exercised on 11/14/2025. Following this transaction, the Form 4 shows 0 derivative securities of that option remaining beneficially owned.

What is the relationship of the reporting person to Progyny (PGNY)?

The reporting person is a director of Progyny, Inc., as indicated in the relationship section of the Form 4.