Progyny (NASDAQ: PGNY) CEO receives RSUs, options and withholds shares for taxes

Rhea-AI Filing Summary

Progyny, Inc. CEO Peter Anevski reported equity compensation and related tax withholding transactions. On March 2, 2026, he was granted 159,091 shares of common stock as restricted stock units and 232,011 stock options, both as annual merit grants under Progyny’s 2019 Equity Incentive Plan.

These awards vest over three years, with 33% vesting after one year and the remainder vesting quarterly, subject to continued service. On March 3, 2026, 17,611 common shares were withheld to cover taxes upon RSU vesting, leaving 816,833 common shares held directly. An additional 1 share is held indirectly through PECO ANEVSKI 2020 SD LLC.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Anevski Peter

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	17,611	$17.60	$310K
Grant/Award	Stock Option (Right to Buy)	232,011	$0.00	--
Grant/Award	Common Stock	159,091	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 816,833 shares (Direct); Stock Option (Right to Buy) — 232,011 shares (Direct); Common Stock — 1 shares (Indirect, See footnote)

Footnotes (1)

1. Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). This was an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Issuer common stock. 33% of the RSUs will vest on the first anniversary of the grant date, with the remainder vesting quarterly in installments thereafter through the third anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date. Includes 1,111 shares acquired under the Issuer's 2019 Employee Stock Purchase Plan on January 30, 2026. Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person. The reportable securities are held directly by the PECO ANEVSKI 2020 SD LLC. Represents an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. 33% of the shares will vest on the first anniversary of the grant date, with the remainder vesting quarterly in installments thereafter through the third anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date.

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^*

Anevski Peter

(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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		159,091(1)	A	$0	834,444(2)	D
Common Stock	03/03/2026		F		17,611(3)	D	$17.6	816,833	D
Common Stock								1	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)	$17.6	03/02/2026		A		232,011		(5)	03/01/2036	Common Stock	232,011	$0	232,011	D

Explanation of Responses:

1. Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). This was an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Issuer common stock. 33% of the RSUs will vest on the first anniversary of the grant date, with the remainder vesting quarterly in installments thereafter through the third anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date.

2. Includes 1,111 shares acquired under the Issuer's 2019 Employee Stock Purchase Plan on January 30, 2026.

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

4. The reportable securities are held directly by the PECO ANEVSKI 2020 SD LLC.

5. Represents an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. 33% of the shares will vest on the first anniversary of the grant date, with the remainder vesting quarterly in installments thereafter through the third anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date.

Remarks:

	/s/ Mark Livingston, Attorney-in-Fact	03/04/2026
	** 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.

FAQ

What transactions did Progyny (PGNY) CEO Peter Anevski report on this Form 4?

Peter Anevski reported new equity compensation grants and related tax withholding. He received restricted stock units and stock options as annual merit awards, and Progyny withheld a portion of vested shares to cover payroll taxes associated with the RSU vesting event.

How many Progyny (PGNY) restricted stock units were granted to the CEO?

The CEO was granted 159,091 shares of Progyny common stock in the form of restricted stock units. Each RSU represents a contingent right to one share, vesting over three years, subject to his continued service with the company on each applicable vesting date.

What stock option grant did Progyny (PGNY) award to its CEO?

Progyny granted its CEO 232,011 stock options as an annual merit award. These options were issued under the 2019 Equity Incentive Plan and follow a three-year vesting schedule, with 33% vesting after one year and the remaining portion vesting in quarterly installments.

Why were 17,611 Progyny (PGNY) shares disposed of in this filing?

The 17,611 Progyny shares were withheld to pay withholding taxes on vested restricted stock units. This tax-withholding disposition is coded as an “F” transaction and does not represent an open-market sale, but rather shares retained by the company to satisfy tax obligations.

How many Progyny (PGNY) shares does the CEO own after these transactions?

Following the tax-withholding transaction, the CEO directly holds 816,833 shares of Progyny common stock. In addition, one share is reported as indirectly owned through the PECO ANEVSKI 2020 SD LLC, reflecting a small holding via that related entity structure.

What are the vesting terms for the new Progyny (PGNY) equity awards?

Both the RSU and stock option grants vest over three years. Thirty-three percent vests on the first anniversary of the grant date, with the remaining two-thirds vesting in quarterly installments thereafter, conditioned on the CEO’s continued service through each vesting date.