STOCK TITAN

Progyny (PGNY) director Roger Holstein receives RSUs and stock option awards

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

Rhea-AI Filing Summary

Progyny, Inc. director Roger C. Holstein reported equity compensation awards rather than market trades. He received 6,792 restricted stock units, each representing one share of common stock, and stock options covering 29,289 and 4,003 shares of common stock at an exercise price of $24.69 per share. These RSUs and options vest on the earlier of May 21, 2027 or the day before Progyny’s first annual stockholder meeting following the grant date, provided he continues serving as a director. After the RSU grant, Holstein directly holds 28,729 shares of common stock.

Positive

  • None.

Negative

  • None.
Insider HOLSTEIN ROGER C
Role null
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 4,003 $12.49 $50K
Grant/Award Stock Option (Right to Buy) 29,289 $0.00 --
Grant/Award Common Stock 6,792 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 4,003 shares (Direct, null); Common Stock — 28,729 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 $49,978 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.
RSU grant 6,792 RSUs Award of restricted stock units to director Roger C. Holstein
Option grant size 1 29,289 shares Stock option over common stock granted on May 21, 2026
Option grant size 2 4,003 shares Additional stock option over common stock granted on May 21, 2026
Option exercise price $24.69 per share Exercise price for the reported stock options
Cash retainer replaced $49,978 Annual board and committee cash retainer replaced by one option grant
Shares held after RSU grant 28,729 shares Director’s direct common stock holdings following RSU award
Vesting date reference May 21, 2027 Latest vesting date for RSUs and options, subject to continued service
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 $49,978 for board and committee service."
stock option financial
"The option was issued to the Reporting Person in lieu of an annual cash retainer..."
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.
common stock financial
"Each RSU represents a contingent right to receive one share of Issuer common stock."
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
vest financial
"The RSUs will vest on the earlier of (i) May 21, 2027 or (ii) the calendar day immediately preceding the date..."
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
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*
HOLSTEIN ROGER C

(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 Stock05/21/2026A6,792(1)A$028,729D
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)$24.6905/21/2026A4,003 (2)05/20/2036Common Stock4,003$12.49(2)4,003D
Stock Option (Right to Buy)$24.6905/21/2026A29,289 (3)05/20/2036Common Stock29,289$029,289D
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 $49,978 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-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 insider transactions did Progyny (PGNY) director Roger C. Holstein report?

Roger C. Holstein reported equity compensation grants, not market trades. He received 6,792 restricted stock units and stock options over 29,289 and 4,003 shares of Progyny common stock, all granted as part of his board and committee service compensation.

How many Progyny (PGNY) RSUs did Roger C. Holstein receive in this Form 4?

He received 6,792 restricted stock units, each equal to one share of Progyny common stock. These RSUs are contingent on future vesting and provide share-based compensation tied to his continued service as a director for the company.

What stock option grants did Progyny (PGNY) report for Roger C. Holstein?

Holstein was granted stock options covering 29,289 and 4,003 shares of Progyny common stock at an exercise price of $24.69 per share. One option grant was issued instead of an annual cash retainer for board and committee service.

When do Roger C. Holstein’s new Progyny (PGNY) RSUs and options vest?

The RSUs and the option shares vest on the earlier of May 21, 2027 or the calendar day immediately before Progyny’s first annual stockholders’ meeting following the grant date, assuming Holstein continues serving on the board through that vesting date.

How many Progyny (PGNY) shares does Roger C. Holstein hold after these grants?

Following the 6,792 RSU award, Holstein directly holds 28,729 shares of Progyny common stock. This figure reflects his direct, non-derivative holdings as reported, separate from the additional shares underlying his newly granted stock options.

Were any cash retainer fees replaced by stock options at Progyny (PGNY)?

Yes. One of Holstein’s stock option grants was issued instead of an annual cash retainer of $49,978 for board and committee service. This structure compensates him with potential equity value rather than immediate cash payments for his director role.