Progyny (PGNY) COO granted stock options and RSUs

Rhea-AI Filing Summary

Progyny, Inc. Chief Operating Officer Melissa B. Cummings reported new equity awards. She received a grant of stock options for 66,289 shares of common stock at no exercise cost in this report, recorded as a derivative security.

She also received 45,454 shares of common stock in the form of restricted stock units under Progyny’s 2019 Equity Incentive Plan. For each grant, 33% vests on the first anniversary of the March 2 grant date, with the remaining portion vesting in quarterly installments through the third anniversary, as long as she continues in service.

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

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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^*

Cummings Melissa B

(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 Operating 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		45,454(1)	A	$0	87,121	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		66,289		(2)	03/01/2036	Common Stock	66,289	$0	66,289	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 Melissa B. Cummings?

Progyny reported that Chief Operating Officer Melissa B. Cummings acquired stock options and restricted stock units as equity awards. These grants increase her direct ownership and align her compensation with the company’s 2019 Equity Incentive Plan and long-term shareholder interests through multi-year vesting.

How many stock options did Progyny (PGNY) grant to its COO?

Progyny granted Melissa B. Cummings stock options covering 66,289 shares of common stock. The options were reported at a per-share price of 0.0000, reflecting a compensatory award rather than an open-market purchase, and will vest over a three-year schedule tied to her continued service.

What restricted stock unit grant did Progyny (PGNY) award to the COO?

Progyny awarded Melissa B. Cummings 45,454 shares of common stock in the form of restricted stock units. Each RSU converts into one share upon vesting. The award is described as an annual merit grant under the 2019 Equity Incentive Plan with multi-year vesting conditions.

How do the Progyny (PGNY) COO’s new equity awards vest over time?

For both the stock options and restricted stock units, 33% of each award vests on the first anniversary of the March 2 grant date. The remaining portion vests in quarterly installments through the third anniversary, contingent on Melissa B. Cummings’ continued service with Progyny.

Are Progyny (PGNY) COO equity awards open-market purchases or compensation grants?

The equity awards are compensation grants, not open-market purchases. The Form 4 labels both transactions with code “A” for grant or award, at a price per share of 0.0000, characterizing them as annual merit grants under Progyny’s 2019 Equity Incentive Plan.