Progyny (NASDAQ: PGNY) executive exercises options with small share sale

Rhea-AI Filing Summary

Progyny, Inc. Chief Product Officer Geoffrey Clapp reported a combination of equity transactions in common stock. He exercised stock options to acquire 12,909 shares at $20.91 per share and sold 1,530 shares in an open-market transaction at $25.58 per share.

In a separate move, 11,379 shares were withheld to cover withholding taxes upon the vesting of restricted stock units granted to him. After these transactions, he directly holds 59,117 shares of Progyny common stock and 26,211 stock options that are scheduled to expire on March 16, 2035.

Insider Trade Summary

Net Seller: 1,530 shares ($39,137)

Net Sell 4 txns

Insider Clapp Geoffrey

Role Chief Product Officer

Sold 1,530 shs ($39K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	12,909	$0.00	--
Sale	Common Stock	1,530	$25.58	$39K
Exercise	Common Stock	12,909	$20.91	$270K
Tax Withholding	Common Stock	11,379	$25.54	$291K

Holdings After Transaction: Stock Option (Right to Buy) — 26,211 shares (Direct, null); Common Stock — 59,117 shares (Direct, null)

Footnotes (1)

1. Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person. 33% of the shares will vest on March 17, 2026, with the remainder vesting quarterly in equal installments thereafter through March 17, 2028, subject to the Reporting Person's continued service on each applicable vesting date.

Key Figures

Options exercised: 12,909 shares at $20.91 Open-market sale: 1,530 shares at $25.58 Tax withholding shares: 11,379 shares at $25.54 +3 more

6 metrics

Options exercised 12,909 shares at $20.91 Stock options converted to common stock on June 2, 2026

Open-market sale 1,530 shares at $25.58 Common stock sale on June 2, 2026

Tax withholding shares 11,379 shares at $25.54 Shares withheld to cover taxes on RSU vesting

Shares held after 59,117 shares Direct common stock holdings following transactions

Options remaining 26,211 options Stock options outstanding after exercise

Option expiration March 16, 2035 Expiration date of remaining stock options

Key Terms

restricted stock units, Stock Option (Right to Buy), open-market sale, withholding taxes, +1 more

5 terms

restricted stock units financial

"upon the vesting of restricted stock units granted to the Reporting Person"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) listed as a derivative security"

open-market sale financial

"transaction_code_description: Sale in open market or private transaction"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

withholding taxes financial

"Shares withheld for payment of withholding taxes upon the vesting of restricted stock units"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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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^*

Clapp Geoffrey

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Product Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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	06/02/2026		S		1,530	D	$25.58	59,117	D
Common Stock	06/02/2026		M		12,909	A	$20.91	72,026	D
Common Stock	06/02/2026		F(1)		11,379	D	$25.54	60,647	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)	$20.91	06/02/2026		M			12,909	(2)	03/16/2035	Common Stock	12,909	$0	26,211	D

Explanation of Responses:

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

2. 33% of the shares will vest on March 17, 2026, with the remainder vesting quarterly in equal installments thereafter through March 17, 2028, subject to the Reporting Person's continued service on each applicable vesting date.

Remarks:

	/s/ Mark Livingston, Attorney-in-Fact	06/03/2026
	** 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 insider transactions did Progyny (PGNY) executive Geoffrey Clapp report?

Geoffrey Clapp reported an option exercise, a small open-market sale, and tax-related share withholding. He exercised 12,909 options, sold 1,530 common shares, and had 11,379 shares withheld to cover taxes tied to restricted stock unit vesting.

How many Progyny (PGNY) shares did Geoffrey Clapp sell in the open market?

Geoffrey Clapp sold 1,530 shares of Progyny common stock in an open-market or private transaction. The sale price was $25.58 per share, and it occurred on June 2, 2026, alongside option exercise and tax-withholding transactions.

How many stock options did Geoffrey Clapp exercise in this Progyny (PGNY) Form 4?

He exercised 12,909 stock options, converting them into common shares at an exercise price of $20.91 per share. These option exercises are classified as derivative transactions and are separate from his open-market sale and tax-withholding disposition.

What does the tax-withholding transaction mean in Geoffrey Clapp’s Progyny (PGNY) filing?

The filing shows 11,379 shares withheld to pay withholding taxes when his restricted stock units vested. This is recorded as a disposition but is not an open-market sale; it is a mechanism for satisfying tax obligations associated with equity compensation.

How many Progyny (PGNY) shares does Geoffrey Clapp hold after these transactions?

Following the reported transactions, Geoffrey Clapp directly owns 59,117 shares of Progyny common stock. This post-transaction balance reflects the combined impact of his option exercise, the 1,530-share sale, and the 11,379 shares withheld for tax obligations.

What stock options remain for Geoffrey Clapp after this Progyny (PGNY) Form 4?

After exercising part of his award, Geoffrey Clapp still holds 26,211 stock options. These options relate to Progyny common stock and are scheduled to expire on March 16, 2035, providing a long-dated equity incentive position.

How are Geoffrey Clapp’s restricted stock units at Progyny (PGNY) scheduled to vest?

The filing notes that 33% of a restricted stock unit grant will vest on March 17, 2026. The remaining portion vests quarterly in equal installments through March 17, 2028, contingent on his continued service with Progyny.