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Equity grants to Progyny (PGNY) director Payson Norman detailed in Form 4

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

Rhea-AI Filing Summary

Progyny, Inc. director Payson Norman reported new equity awards and updated his holdings. On May 21, 2026, he received 5,660 restricted stock units, each representing one share of common stock. These RSUs vest on the earlier of May 21, 2027 or the day before the first annual shareholder meeting following the grant.

Norman was also granted stock options covering 27,119 shares of common stock at an exercise price of $24.69 per share, issued in lieu of a $39,990 cash retainer for board and committee service, plus an additional option for 3,203 shares at the same exercise price. These options vest on the same schedule as the RSUs.

After these awards, Norman directly holds 12,349 shares of Progyny common stock, along with the new options. Indirectly, 122,493 shares are held by The Norman C. and Melinda B. Payson Revocable Trust and 331,363 shares are held by EVO Eagle, LLC, where he shares voting and dispositive power.

Positive

  • None.

Negative

  • None.
Insider Payson Norman
Role null
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 3,203 $12.49 $40K
Grant/Award Stock Option (Right to Buy) 27,119 $0.00 --
Grant/Award Common Stock 5,660 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 3,203 shares (Direct, null); Common Stock — 12,349 shares (Direct, null); Common Stock — 331,363 shares (Indirect, See footnote)
Footnotes (1)
  1. Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock. The RSUs will vest on the earlier of (i) May 21, 2027 or (ii) the calendar day immediately preceding the date of the Issuer's first annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service on such date. 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 directly held by EVO Eagle, LLC. The Reporting Person shares voting and dispositive power over the securities. The option was issued to the Reporting Person in lieu of an annual cash retainer of $39,990 for board and committee service. The shares subject to the option will vest on the earlier of (i) May 21, 2027 or (ii) the calendar day immediately preceding the date of the Issuer's first annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service on such date. The shares subject to the option will vest on the earlier of (i) May 21, 2027 or (ii) the calendar day immediately preceding the date of the Issuer's first annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service on such date.
RSUs granted 5,660 units Restricted stock units granted on May 21, 2026
Stock options granted 27,119 options Options on common stock granted in lieu of $39,990 cash retainer
Additional stock options 3,203 options Separate option grant on common stock
Option exercise price $24.69 per share Exercise price for both new option grants
Direct common shares after grants 12,349 shares Direct ownership following reported transactions
Indirect shares via Revocable Trust 122,493 shares Held by The Norman C. and Melinda B. Payson Revocable Trust
Indirect shares via EVO Eagle, LLC 331,363 shares Held by EVO Eagle, LLC with shared voting and dispositive power
Cash retainer replaced by options $39,990 Board and committee cash retainer replaced with stock option grant
restricted stock units ("RSUs") financial
"Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Revocable Trust financial
"held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust."
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
EVO Eagle, LLC financial
"The reportable securities are directly held by EVO Eagle, LLC. The Reporting Person shares voting and dispositive power"
stock option financial
"The option was issued to the Reporting Person in lieu of an annual cash retainer of $39,990 for board and committee service."
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
voting and dispositive power financial
"The reportable securities are directly held by EVO Eagle, LLC. The Reporting Person shares voting and dispositive power over the securities."
SEC Form 4
FORM 4UNITED 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 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026A5,660(1)A$012,349D
Common Stock331,363ISee footnote(2)
Common Stock122,493ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$24.6905/21/2026A3,203 (4)05/20/2036Common Stock3,203$12.49(4)3,203D
Stock Option (Right to Buy)$24.6905/21/2026A27,119 (5)05/20/2036Common Stock27,119$027,119D
Explanation of Responses:
1. Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock. The RSUs will vest on the earlier of (i) May 21, 2027 or (ii) the calendar day immediately preceding the date of the Issuer's first annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service on such date.
2. 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.
3. The reportable securities are directly held by EVO Eagle, LLC. The Reporting Person shares voting and dispositive power over the securities.
4. The option was issued to the Reporting Person in lieu of an annual cash retainer of $39,990 for board and committee service. The shares subject to the option will vest on the earlier of (i) May 21, 2027 or (ii) the calendar day immediately preceding the date of the Issuer's first annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service on such date.
5. The shares subject to the option will vest on the earlier of (i) May 21, 2027 or (ii) the calendar day immediately preceding the date of the Issuer's first annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service on such date.
Remarks:
/s/ Mark Livingston, Attorney-in-Fact05/26/2026
** Signature of Reporting PersonDate
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) director Payson Norman report in this Form 4?

Payson Norman reported new equity awards and updated holdings in Progyny (PGNY). He disclosed grants of restricted stock units and stock options, plus substantial indirect ownership through a family trust and an LLC, clarifying both his direct and indirect stake in the company’s common stock.

How many Progyny (PGNY) RSUs did Payson Norman receive on May 21, 2026?

He received 5,660 restricted stock units (RSUs) tied to Progyny common stock. Each RSU represents a contingent right to one share, vesting on May 21, 2027 or the day before the first annual shareholder meeting after the grant, assuming he continues board service.

What are the key terms of Payson Norman’s new Progyny (PGNY) stock options?

Norman was granted options for 27,119 shares at an exercise price of $24.69 per share, issued instead of a $39,990 cash retainer, plus another option for 3,203 shares at the same price. Both option grants vest on the same schedule as his RSUs.

When do Payson Norman’s new Progyny (PGNY) equity awards vest?

The RSUs and stock options vest on the earlier of May 21, 2027 or the calendar day immediately before Progyny’s first annual shareholder meeting following the grant date. Vesting is conditioned on Norman’s continued service with the company through that vesting date.

What indirect Progyny (PGNY) holdings did Payson Norman report?

Norman reported 122,493 shares of Progyny common stock held by The Norman C. and Melinda B. Payson Revocable Trust and 331,363 shares held by EVO Eagle, LLC. He serves as trustee for the trust and shares voting and dispositive power over the LLC-held shares.

How many Progyny (PGNY) shares does Payson Norman hold directly after these grants?

After the reported equity awards, Norman directly holds 12,349 shares of Progyny common stock. This direct stake is in addition to his newly granted stock options and his larger indirect holdings through the Payson Revocable Trust and EVO Eagle, LLC entities.