Form 4: Progyny Director Cheryl Scott Reports Acquisition of Equity Awards

Progyny, Inc. Director Cheryl Scott has reported the acquisition of 6,689 shares of common stock underlying restricted stock units and 30,401 stock options as part of her compensation, vesting in May 2026.

Summary

• Cheryl Scott, a Director of Progyny, Inc. (PGNY), acquired equity awards on May 22, 2025.
• She acquired 6,689 shares of common stock in the form of Restricted Stock Units (RSUs). These RSUs represent a contingent right to receive one share of common stock each and will vest on May 22, 2026, subject to her continued service. The acquisition price was $0.
• She also acquired 30,401 stock options with an exercise price of $20.89 per share. These options will vest on May 22, 2026, subject to her continued service, and expire on May 21, 2035.
• Following these transactions, Cheryl Scott beneficially owns 16,787 shares of common stock and 30,401 stock options.

Sentiment

Score: 6

Explanation: The filing reports a standard equity award grant to a director, which is generally a neutral to slightly positive event as it aligns director interests with shareholders. It does not contain any negative news or significant positive operational updates.

Positives

• The acquisition of equity awards by a director aligns their interests with those of shareholders, potentially incentivizing long-term company performance.
• The awards are subject to continued service, indicating a commitment from the director to remain with the company for at least another year.

Risks

• The value of the acquired shares and options is subject to the future performance and volatility of Progyny's stock price.
• The vesting of both the RSUs and stock options is contingent on the Reporting Person's continued service, meaning the awards could be forfeited if the director ceases service before May 22, 2026.

Future Outlook

This Form 4 primarily reports past transactions (grant of equity awards) and their future vesting schedule. It does not provide forward-looking statements on company performance or financial guidance. The vesting dates indicate a future commitment period for the director.

Industry Context

This filing is a routine disclosure of director compensation in the form of equity awards, which is a standard practice across various industries. It reflects common corporate governance principles where directors receive equity to align their long-term interests with those of shareholders. The filing itself does not provide specific insights into broader industry trends for fertility benefits management, which is Progyny's primary business.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) and stock options to directors is a common practice across various industries, including healthcare and technology, to incentivize long-term performance and retention.
• While the specific amounts and vesting schedules are typically determined by a company's compensation committee based on market benchmarks for director compensation, this document does not provide those benchmarks or allow for a direct quantitative comparison to specific peer companies in the fertility benefits or health tech sectors.

Stakeholder Impact

• Shareholders: The grant of equity awards aligns the director's interests with shareholders, potentially encouraging long-term value creation. It also represents a form of potential future dilution upon vesting and exercise, which is typically accounted for in compensation plans.

Next Steps

• The Restricted Stock Units and Stock Options are scheduled to vest on May 22, 2026, subject to Cheryl Scott's continued service.
• The stock options have an expiration date of May 21, 2035, by which they must be exercised if vested.

Key Dates

Recommendation

Keywords

Progyny, PGNY, SEC Form 4, Insider Transaction, Equity Awards, Restricted Stock Units, Stock Options, Director Compensation, Cheryl Scott