Progyny (PGNY) director Debra L. Morris granted RSUs and options in lieu of cash

Rhea-AI Filing Summary

Progyny, Inc. director Debra L. Morris reported routine equity compensation awards. She received 5,660 restricted stock units (RSUs), each representing one share of common stock, bringing her reported common stock holdings to 5,660 shares. The filing also shows two stock option grants covering 27,119 and 3,203 shares of common stock at an exercise price of $24.69 per share. According to the footnotes, these RSUs and options vest on the earlier of May 21, 2027 or the day before Progyny’s first annual stockholders’ meeting following the grant date, contingent on her continued board service. One option grant was issued in lieu of a $39,990 annual cash retainer for board and committee service.

Insights

Equity compensation analyst

Routine director equity awards with no open-market buying or selling.

The filing shows Debra L. Morris, a director of Progyny, Inc., receiving RSUs and stock options as part of standard board compensation, including an option issued instead of a $39,990 cash retainer. All transactions are coded as grants (A), not market trades.

The RSUs and options vest on the earlier of May 21, 2027 or the day before the first annual stockholders’ meeting following the grant date, subject to continued service. This structure aligns her incentives with long-term shareholder value but does not add near-term trading signals.

There are no derivative exercises, sales, or tax-withholding dispositions in this filing, and derivativeSummary is empty after these grants. As a result, the activity appears to be routine, compensation-related equity issuance rather than a change in the director’s market view of PGNY.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MORRIS DEBRA L

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	--

Holdings After Transaction: Stock Option (Right to Buy) — 3,203 shares (Direct, null); Common Stock — 5,660 shares (Direct, null)

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 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.

Key Figures

RSU grant size: 5,660 shares First option grant: 27,119 shares at $24.69 per share Second option grant: 3,203 shares at $24.69 per share +3 more

6 metrics

RSU grant size 5,660 shares Common stock underlying RSUs granted on May 21, 2026

First option grant 27,119 shares at $24.69 per share Stock Option (Right to Buy) granted May 21, 2026

Second option grant 3,203 shares at $24.69 per share Stock Option (Right to Buy) granted May 21, 2026

Cash retainer replaced $39,990 Annual board and committee cash retainer replaced by an option

Option expiration date May 20, 2036 Expiration for the stock option grants reported

Vesting date trigger May 21, 2027 Latest vesting date for RSUs and options, subject to conditions

Key Terms

restricted stock units ("RSUs"), annual cash retainer, Stock Option (Right to Buy), vesting

4 terms

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.

annual cash retainer financial

"The option was issued to the Reporting Person in lieu of an annual cash retainer of $39,990 for board and committee service."

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) with underlying security title Common Stock."

vesting financial

"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."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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^*

MORRIS DEBRA L

(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)

X	Director		10% 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)

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	05/21/2026		A		5,660(1)	A	$0	5,660	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
Stock Option (Right to Buy)	$24.69	05/21/2026		A		3,203		(2)	05/20/2036	Common Stock	3,203	$12.49(2)	3,203	D
Stock Option (Right to Buy)	$24.69	05/21/2026		A		27,119		(3)	05/20/2036	Common Stock	27,119	$0	27,119	D

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 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.

3. 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-Fact	05/26/2026
	** 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) director Debra L. Morris report in this Form 4?

Debra L. Morris reported receiving equity compensation in the form of restricted stock units and stock options. The awards are tied to her board and committee service, rather than open-market trades, and follow a time-based vesting schedule linked to future annual stockholder meetings.

How many Progyny (PGNY) RSUs did Debra L. Morris receive?

She received 5,660 restricted stock units (RSUs), each representing one share of Progyny common stock. These RSUs will vest on the earlier of May 21, 2027 or the day before the company’s first annual stockholders’ meeting following the grant date, assuming continued board service.

What stock options were granted to Debra L. Morris by Progyny (PGNY)?

She was granted stock options over 27,119 and 3,203 shares of Progyny common stock. Both option grants carry an exercise price of $24.69 per share and share the same vesting schedule tied to continued service and the timing of a future annual stockholders’ meeting.

Were any of Debra L. Morris’s Progyny (PGNY) awards in lieu of cash compensation?

Yes. One of the stock option grants was issued instead of a $39,990 annual cash retainer for board and committee service. This converts what would have been cash compensation into equity, further aligning her compensation with Progyny’s share performance over time.

Does this Progyny (PGNY) Form 4 show any stock being bought or sold on the market?

No. All transactions are coded as awards or grants, not open-market purchases or sales. The filing reflects routine director compensation in RSUs and options, with no indicated buying, selling, or tax-related share dispositions that would directly change market float in this specific report.