Progyny director granted RSUs and stock options

Progyny, Inc. director Kevin K. Gordon reported equity awards and updated holdings.

Rhea-AI Filing Summary

Progyny, Inc. director Kevin K. Gordon reported equity awards and updated holdings. He received a grant of 6,792 shares of common stock in the form of restricted stock units (RSUs), each representing one share, at a stated price of $0.0000 per share. These RSUs vest on the earlier of May 21, 2027 or the calendar day immediately before Progyny’s first annual stockholders’ meeting following the grant date, subject to his continued service. Gordon also received a stock option for 30,373 shares of common stock at an exercise price of $24.6900 per share, vesting on the same schedule.

After these awards, he holds 14,818 shares of common stock directly, 12,501 shares indirectly through the Kevin Gordon Revocable Declaration of Trust where he serves as trustee, and 30,373 stock options scheduled to vest as described.

Insider Trade Summary

Grant/Award: 37,165 shares

Grant/Award 3 txns

Insider GORDON KEVIN K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	30,373	$0.00	$0.00
Grant/Award	Common Stock	6,792	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 30,373 contracts (Direct); Common Stock — 14,818 shares (Direct); Common Stock — 12,501 shares (Indirect, See footnote)

Footnotes (3)

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 reportable securities are held directly by the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013. The Reporting Person serves as trustee of the trust.
3. F3. 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: 6,792 shares Option grant size: 30,373 shares Option exercise price: $24.6900 per share +3 more

6 metrics

RSU grant 6,792 shares Restricted stock units granted on May 21, 2026

Option grant size 30,373 shares Stock option (right to buy) granted on May 21, 2026

Option exercise price $24.6900 per share Exercise price for 30,373-share option grant

Direct common shares after 14,818 shares Direct holdings of Progyny common stock after transactions

Indirect trust shares after 12,501 shares Held by Kevin Gordon Revocable Declaration of Trust

Option expiration date May 20, 2036 Expiration of stock option grant

Key Terms

restricted stock units ("RSUs"), Stock Option (Right to Buy), Revocable Declaration of Trust, grant/award acquisition, +1 more

5 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

"security_title": "Stock Option (Right to Buy)""

Revocable Declaration of Trust financial

"held directly by the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013."

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

underlying restricted stock units financial

"Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs")."

FAQ

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

What equity awards did Progyny (PGNY) director Kevin K. Gordon receive?

Kevin K. Gordon received 6,792 restricted stock units and a stock option for 30,373 shares at an exercise price of $24.6900 per share, both vesting based on service through the earlier of May 21, 2027 or the next qualifying annual meeting.

How do Kevin K. Gordon’s new RSUs in Progyny (PGNY) vest?

The 6,792 RSUs vest on the earlier of May 21, 2027 or the calendar day immediately before Progyny’s first annual stockholders’ meeting after the grant date, provided Gordon continues serving the company through that vesting date.

What are the terms of Kevin K. Gordon’s new Progyny (PGNY) stock option?

Gordon’s new stock option covers 30,373 shares of Progyny common stock at an exercise price of $24.6900 per share. The option vests on the same schedule as his RSUs and expires on May 20, 2036, assuming continued service.

How many Progyny (PGNY) shares does Kevin K. Gordon hold after these transactions?

Following the reported transactions, Gordon holds 14,818 shares of Progyny common stock directly and 12,501 shares indirectly through the Kevin Gordon Revocable Declaration of Trust, in addition to 30,373 stock options linked to common shares.

How are Kevin K. Gordon’s indirect Progyny (PGNY) holdings structured?

The indirect holdings are 12,501 shares of Progyny common stock held by the Kevin Gordon Revocable Declaration of Trust dated 9/3/2013. Gordon serves as trustee of this trust, which is listed as holding the reportable securities.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:23 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^*

GORDON KEVIN K

(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)

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	14,818	D
Common Stock								12,501	I	See footnote(2)

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		30,373		(3)	05/20/2036	Common Stock	30,373	$0	30,373	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 reportable securities are held directly by the Kevin Gordon Revocable Declaration of Trust U/A/D 9/3/2013. The Reporting Person serves as trustee of the trust.

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)