Progyny director receives stock and option grants

Progyny, Inc. director Dean Lloyd H received new equity compensation consisting of common stock underlying restricted stock units and stock options.

Rhea-AI Filing Summary

Progyny, Inc. director Dean Lloyd H received new equity compensation consisting of common stock underlying restricted stock units and stock options. He was granted 6,792 shares of common stock underlying restricted stock units, bringing his direct common stock holdings to 26,519 shares.

He was also granted a stock option covering 28,203 shares of common stock at an exercise price of $24.69 per share, expiring on May 20, 2036. Both the restricted stock units and the option will vest on the earlier of May 21, 2027 or the calendar day immediately preceding Progyny’s first annual meeting of stockholders following the grant date, subject to his continued service.

Insider Trade Summary

Grant/Award: 34,995 shares

Grant/Award 2 txns

Insider Dean Lloyd H

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	28,203	$0.00	$0.00
Grant/Award	Common Stock	6,792	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 28,203 contracts (Direct); Common Stock — 26,519 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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-based common shares granted: 6,792 shares Common shares held after grant: 26,519 shares Option shares granted: 28,203 shares +3 more

6 metrics

RSU-based common shares granted 6,792 shares Common stock underlying restricted stock units granted to director

Common shares held after grant 26,519 shares Director’s direct Progyny common stock holdings post-transaction

Option shares granted 28,203 shares Stock Option (Right to Buy) underlying common stock

Option exercise price $24.69 per share Conversion or exercise price for the stock option

Option expiration date May 20, 2036 Final expiration date of the stock option grant

Vesting date trigger May 21, 2027 Latest vesting date for RSUs and option, subject to service

Key Terms

restricted stock units ("RSUs"), Stock Option (Right to Buy), vest, annual meeting of stockholders

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.

Stock Option (Right to Buy) financial

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

vest 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."

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.

annual meeting of stockholders financial

"the calendar day immediately preceding the date of the Issuer's first annual meeting of stockholders following the grant date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Progyny (PGNY) grant to director Dean Lloyd H?

Progyny granted director Dean Lloyd H restricted stock units and stock options. He received 6,792 shares of common stock underlying RSUs and an option for 28,203 shares, providing both immediate stock-based compensation and a longer-term incentive tied to future share price.

How many Progyny (PGNY) shares does Dean Lloyd H hold after this Form 4?

After the grant, Dean Lloyd H directly holds 26,519 shares of Progyny common stock. This total includes the 6,792 shares of common stock underlying newly granted restricted stock units, reflecting his updated direct equity position as a company director.

What are the terms of the new Progyny (PGNY) stock option grant?

The new stock option covers 28,203 shares of Progyny common stock at an exercise price of $24.69 per share. The option expires on May 20, 2036 and provides the right, but not the obligation, to buy shares at that fixed price if it becomes economically attractive.

When do Dean Lloyd H’s new Progyny (PGNY) RSUs and options vest?

Both the restricted stock units and the stock option vest on the earlier of May 21, 2027, or the calendar day immediately before Progyny’s first annual meeting of stockholders following the grant date, assuming Dean Lloyd H continues to serve through the applicable vesting date.

Is Dean Lloyd H’s equity grant in Progyny (PGNY) an open-market purchase?

No, the Form 4 shows a compensation-related acquisition, not an open-market purchase. The 6,792 RSU-based shares and 28,203 stock option shares were granted at no cost per share as director compensation, with future vesting and, for options, a $24.69 exercise price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 04:24 PM EDT Learn about SEC filing dates

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^*

Dean Lloyd H

(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		6,792(1)	A	$0	26,519	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		28,203		(2)	05/20/2036	Common Stock	28,203	$0	28,203	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 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)