Progyny, Inc. SEC Filings

Progyny, Inc. reported that it has entered into a proposed settlement of a stockholder derivative action in New York state court that challenged historical compensation practices for its non-employee directors. The company has issued a Notice of Pendency of Settlement of Derivative Action.

Under the settlement, Progyny will adopt corporate governance reforms for at least four years, including a new director compensation policy. Non-employee directors’ annual compensation will be capped at a cash award of up to $48,000 and an equity award of up to $240,000, for a total Annual Award not exceeding $288,000 per director, plus specified additional cash retainers for certain leadership roles.

The settlement provides only corporate governance benefits; stockholders will not receive direct monetary payments. Subject to court approval, Progyny and/or its insurers will pay $450,000 in attorneys’ fees and expenses to plaintiff’s counsel. A settlement hearing is scheduled for May 28, 2026, at 11 a.m. on Microsoft Teams, where the court will consider approval of the settlement, the fee request, and dismissal of the action with prejudice.

Progyny, Inc. executive vice president and general counsel Allison Swartz reported two stock transactions involving the company’s common stock. On March 4, 2026, 339 shares were withheld at $17.52 per share to cover withholding taxes upon the vesting of restricted stock units granted to her.

That same day, she sold 599 shares in an open-market transaction at $17.54 per share, executed under a pre-established Rule 10b5-1 trading plan entered into on May 13, 2025. After these transactions, she directly held 88,941 shares of Progyny common stock.

Progyny, Inc. chief financial officer Mark S. Livingston reported a small tax-related share disposition tied to equity compensation. On March 4, 2026, 339 shares of Progyny common stock were withheld at $17.52 per share to cover withholding taxes upon the vesting of his restricted stock units, rather than being sold in an open-market transaction. After this withholding, he directly owned 87,338 common shares of Progyny. This type of Form 4 event reflects routine administration of stock-based compensation rather than a discretionary buy or sell decision.

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.

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.

Progyny, Inc. EVP and General Counsel Allison Swartz reported multiple equity transactions in Progyny (PGNY) stock. On March 2, 2026, she received an annual merit grant of 28,409 shares of common stock and 41,430 stock options under the 2019 Equity Incentive Plan. These awards vest 33% on the first anniversary of the grant date, with the remainder vesting quarterly through the third anniversary, contingent on continued service. That same day, 1,551 shares were withheld at $17.69 per share to cover taxes on RSU vesting, and 2,199 shares were sold at $17.27 per share under a Rule 10b5-1 trading plan. On March 3, 2026, an additional 2,842 shares were withheld for taxes at $17.60 per share, and 500 shares and 4,157 shares were sold at $17.396 and $17.40 per share, respectively, also under the 10b5-1 plan. Following these transactions, she held 89,879 shares of common stock directly.

Progyny, Inc.’s chief financial officer Mark S. Livingston reported a mix of equity grants and related tax withholdings. He received a grant of 45,454 shares of common stock as restricted stock units and a separate stock option for 66,289 shares, both as annual merit awards under the 2019 Equity Incentive Plan. In connection with RSU vesting, the company withheld 4,579 shares on one date and 181 shares on another date at prices around $17.60–$17.69 per share to cover tax obligations, leaving him with 87,677 common shares directly owned after the larger withholding transaction.

Progyny, Inc. CEO Peter Anevski reported equity compensation and related tax withholding transactions. On March 2, 2026, he was granted 159,091 shares of common stock as restricted stock units and 232,011 stock options, both as annual merit grants under Progyny’s 2019 Equity Incentive Plan.

These awards vest over three years, with 33% vesting after one year and the remainder vesting quarterly, subject to continued service. On March 3, 2026, 17,611 common shares were withheld to cover taxes upon RSU vesting, leaving 816,833 common shares held directly. An additional 1 share is held indirectly through PECO ANEVSKI 2020 SD LLC.

PGNY Form 144 notice lists proposed dispositions of common stock by Allison C. Swartz and a 599-share restricted stock vesting to Fidelity Brokerage Services LLC. The excerpt shows three sales by Allison C. Swartz: 12/04/2025 ($13,032.70, 530 shares), 03/02/2026 ($37,976.73, 2,199 shares) and 03/03/2026 ($81,029.55, 4,657 shares). It also lists 599 shares from a restricted stock vesting on 03/04/2026 associated with Fidelity Brokerage Services LLC and labeled Compensation.