Form 4: Progyny CFO Receives Annual Equity Compensation Grants

Progyny's Chief Financial Officer, Mark S. Livingston, was granted restricted stock units and stock options as part of an annual merit award, alongside tax-related share dispositions.

Summary

• Mark S. Livingston, Chief Financial Officer of Progyny, Inc. (PGNY), reported transactions related to his beneficial ownership.
• On March 2, 2026, Livingston acquired 45,454 shares of common stock underlying restricted stock units (RSUs) as an annual merit grant under the company's 2019 Equity Incentive Plan.
• Also on March 2, 2026, Livingston acquired 66,289 stock options with an exercise price of $17.6, also as an annual merit grant under the 2019 Equity Incentive Plan.
• The RSUs and stock options have a vesting schedule where 33% vest on the first anniversary of the grant date, with the remainder vesting quarterly through the third anniversary, subject to continued service.
• On March 2, 2026, 181 shares of common stock were disposed of at $17.69 to cover withholding taxes upon the vesting of previously granted restricted stock units.
• On March 3, 2026, an additional 4,579 shares of common stock were disposed of at $17.6 to cover withholding taxes upon the vesting of previously granted restricted stock units.
• Following these transactions, Livingston beneficially owns 87,677 shares of common stock and 66,289 stock options.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a slightly positive, routine event. While not a major catalyst, it reflects ongoing executive compensation practices and aligns management incentives with long-term company performance.

Positives

• The Chief Financial Officer received significant equity grants (45,454 RSUs and 66,289 stock options) as part of an annual merit award, aligning his interests with long-term shareholder value.
• The vesting schedule for the RSUs and stock options encourages long-term retention and performance from a key executive.

Negatives

• No inherently negative information is presented in this routine insider transaction report.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Industry Context

StockSavvy.ai notes that the granting of restricted stock units and stock options to key executives is a standard practice in the healthcare technology industry, serving as a common form of long-term incentive compensation to align management interests with shareholder value. The tax-related dispositions are also routine events associated with the vesting of such awards.

Comparison to Industry Standards

• The use of RSUs and stock options for executive compensation is a widely adopted practice across various industries, including healthcare technology, aligning with global benchmarks for executive incentive structures.
• The vesting schedule, with a portion vesting on the first anniversary and the remainder quarterly over three years, is a common structure designed to promote executive retention and long-term performance, comparable to practices at companies like Teladoc Health (TDOC) or Livongo Health (now part of Teladoc) in the digital health space.

Stakeholder Impact

• Shareholders: The equity grants align the Chief Financial Officer's financial interests with the long-term performance of the company, potentially benefiting shareholders through motivated leadership.
• Employees: This filing pertains to executive compensation and does not directly impact the broader employee base, though it reflects the company's overall compensation philosophy.
• Management: The Chief Financial Officer's beneficial ownership and potential future gains from these awards are increased, incentivizing continued dedication and performance.

Next Steps

• The granted RSUs and stock options will begin vesting on the first anniversary of the grant date (March 2, 2027), with subsequent quarterly vesting through the third anniversary.
• The Chief Financial Officer's continued service is required for the vesting of these equity awards.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation grants and tax-related share dispositions. It does not provide new fundamental information about Progyny's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions are expected and align with standard corporate governance practices, thus a 'hold' recommendation remains appropriate based solely on this filing.

Keywords

Progyny, PGNY, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Stock Options, Equity Incentive Plan