[Form 4] Progyny, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Progyny, Inc. reported that Chief Product Officer Geoffrey Clapp received new equity awards on March 2, 2026. He acquired stock-based incentives covering 51,373 shares of common stock underlying restricted stock units and a separate grant of 35,228 shares of common stock at no purchase price.

According to the grant terms, 33% of each award will vest on the first anniversary of the grant date, with the remaining portions vesting in quarterly installments through the third anniversary, subject to his continued service. These awards are described as annual merit grants under Progyny's 2019 Equity Incentive Plan.

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

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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 NY 10018

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/02/2026		A		35,228(1)	A	$0	63,922	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)	$17.6	03/02/2026		A		51,373		(2)	03/01/2036	Common Stock	51,373	$0	51,373	D

Explanation of Responses:

1. Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). This was an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Issuer common stock. 33% of the RSUs will vest on the first anniversary of the grant date, with the remainder vesting quarterly in installments thereafter through the third anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date.

2. Represents an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. 33% of the shares will vest on the first anniversary of the grant date, with the remainder vesting quarterly in installments thereafter through the third anniversary of the grant date, subject to the Reporting Person's continued service on each applicable vesting date.

Remarks:

	/s/ Mark Livingston, Attorney-in-Fact	03/04/2026
	** 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).
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FAQ

What insider transaction did Progyny (PGNY) report for Geoffrey Clapp?

Progyny reported that Chief Product Officer Geoffrey Clapp received equity awards on March 2, 2026. He was granted restricted stock units for 51,373 shares and a separate grant of 35,228 shares of common stock, both described as annual merit grants under the 2019 Equity Incentive Plan.

How many shares were included in Geoffrey Clapp’s new Progyny (PGNY) equity awards?

Geoffrey Clapp’s new equity awards cover two components totaling 86,601 shares. One award involves 51,373 restricted stock units tied to common stock, and a second award consists of 35,228 shares of Progyny common stock, both granted at no purchase price as merit-based compensation.

What are the vesting terms of Geoffrey Clapp’s equity grants at Progyny (PGNY)?

Both equity grants vest over three years with a similar pattern. One-third of each award vests on the first anniversary of the March 2, 2026 grant date, and the remaining two-thirds vest in quarterly installments through the third anniversary, contingent on Geoffrey Clapp’s continued service.

Were Geoffrey Clapp’s recent Progyny (PGNY) equity awards open-market purchases?

The awards were not open-market purchases; they were compensation grants. The filing shows both the restricted stock units and the common shares were issued at a price of $0.00 per share as annual merit grants under Progyny’s 2019 Equity Incentive Plan, rather than bought on the market.

Under which plan were Geoffrey Clapp’s new Progyny (PGNY) awards granted?

Both awards were made under Progyny’s 2019 Equity Incentive Plan. The filing describes them as annual merit grants, with restricted stock units and common stock that vest over three years, rewarding Geoffrey Clapp’s ongoing service as Chief Product Officer if he remains employed through each vesting date.