Progyny director granted RSUs and stock options

Progyny, Inc. director Elizabeth D. Bierbower received equity-based compensation.

Rhea-AI Filing Summary

Progyny, Inc. director Elizabeth D. Bierbower received equity-based compensation. She was granted 5,660 restricted stock units, each representing one share of common stock, and stock options covering 27,119 and 3,203 shares at an exercise price of $24.69. These awards vest on the earlier of May 21, 2027 or immediately before the company’s first annual stockholder meeting following the grant date, and the larger option grant replaces a $39,990 annual cash retainer for board and committee service.

Insider Trade Summary

Grant/Award: 35,982 shares

Grant/Award 3 txns

Insider Bierbower Elizabeth D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	3,203	$12.49	$40K
Grant/Award	Stock Option (Right to Buy)	27,119	$0.00	$0.00
Grant/Award	Common Stock	5,660	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 30,322 contracts (Direct); Common Stock — 5,660 shares (Direct)

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 option was issued to the Reporting Person in lieu of an annual cash retainer of $39,990 for board and committee service. 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.
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: 5,660 shares Option grant size: 27,119 shares Additional option grant: 3,203 shares +3 more

6 metrics

RSU grant 5,660 shares Restricted stock units granted to director

Option grant size 27,119 shares Stock option (right to buy) granted on common stock

Additional option grant 3,203 shares Second stock option grant on common stock

Option exercise price $24.69 per share Exercise price for both stock option grants

Cash retainer replaced $39,990 Annual board and committee cash retainer replaced by one option grant

Option expiration May 20, 2036 Expiration date for the stock options

Key Terms

restricted stock units ("RSUs"), annual cash retainer, Stock Option (Right to Buy), exercise price, +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.

annual cash retainer financial

"The option was issued to the Reporting Person in lieu of an annual cash retainer of $39,990 for board and committee service."

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)" for derivative transactions."

exercise price financial

"conversion_or_exercise_price": "24.6900" for the stock option grants."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting 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."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What did Progyny (PGNY) director Elizabeth Bierbower receive in this Form 4 filing?

Elizabeth Bierbower received equity compensation: 5,660 restricted stock units and stock options on 27,119 and 3,203 shares. These awards compensate her for board and committee service, including replacing a prior cash retainer with options.

How many Progyny (PGNY) restricted stock units were granted to the director?

She was granted 5,660 restricted stock units, each representing one share of Progyny common stock. These RSUs vest based on continued service through the earlier of May 21, 2027 or the day before the first annual stockholder meeting after the grant.

What stock options did Progyny (PGNY) grant to director Elizabeth Bierbower?

She received stock options on 27,119 and 3,203 shares of Progyny common stock with an exercise price of $24.69 per share. Both option grants are subject to vesting conditions tied to future service on the board.

When do the Progyny (PGNY) RSUs and options granted to the director vest?

The RSUs and both stock option grants vest on the earlier of May 21, 2027 or the calendar day immediately before Progyny’s first annual stockholder meeting following the grant date, assuming the director continues to serve through that time.

How does the $39,990 cash retainer relate to Progyny (PGNY) director’s option grant?

One stock option grant was issued instead of a $39,990 annual cash retainer for board and committee service. This means the director’s compensation was shifted from cash to options, aligning part of pay with Progyny’s share performance over time.

Are the Progyny (PGNY) awards to the director open-market purchases or sales?

No, the awards are coded as grants or awards, not open-market trades. The Form 4 shows acquisitions of RSUs and options as compensation, rather than the director buying or selling shares on the open market.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:25 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^*

Bierbower Elizabeth D

(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		5,660(1)	A	$0	5,660	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		3,203		(2)	05/20/2036	Common Stock	3,203	$12.49(2)	3,203	D
Stock Option (Right to Buy)	$24.69	05/21/2026		A		27,119		(3)	05/20/2036	Common Stock	27,119	$0	27,119	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 option was issued to the Reporting Person in lieu of an annual cash retainer of $39,990 for board and committee service. 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.

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)