Form 4: Progyny director exercises options, gifts shares

Progyny director Norman C. Payson exercised 36,224 options at $1.45 and transferred 50,265 shares to a revocable trust, with no shares sold.

Summary

• Director Norman C. Payson exercised 36,224 stock options at $1.45 on 2025-11-14 (Code M) and held all resulting shares; no sale was made in connection with the exercise.
• On 2025-11-18, 50,265 directly held shares were transferred to The Norman C. and Melinda B. Payson Revocable Trust for no consideration (Code G).
• Direct beneficial ownership moved from 56,954 shares after the exercise to 6,689 shares after the gift.
• Indirect beneficial ownership reported: 331,363 shares via The Norman C. and Melinda B. Payson Revocable Trust and 122,493 shares via EVO Eagle, LLC (shared voting and dispositive power).
• The exercised option series had a $1.45 strike, was fully vested, and carries an expiration date of 2026-12-07; 0 derivative securities remain post-transaction.
• Form signed by Attorney-in-Fact Mark Livingston on 2025-11-18.

Sentiment

Score: 5

Explanation: Neutral: option exercise with shares retained and an intra-trust transfer for no consideration; no market sales, financing, or operational updates.

Positives

• Option exercise of 36,224 shares at $1.45 was funded in cash and all shares were retained; no shares were sold in connection with the exercise.
• Transfer of 50,265 shares to a revocable trust occurred for no consideration (gift), not an open-market sale.
• Indirect beneficial ownership remains significant: 331,363 shares via the revocable trust and 122,493 shares via EVO Eagle, LLC.

Negatives

• Directly held shares declined to 6,689 after the transfer of 50,265 shares to the revocable trust.

Future Outlook

NA

Industry Context

This is a routine insider activity involving an option exercise and a non-sale transfer to a revocable trust, common for compensation realization and estate planning; it does not convey operating or financial performance information.

Comparison to Industry Standards

• The combination of a cash option exercise with no immediate share sale and a gift to a revocable trust aligns with common U.S. insider practices across healthcare and benefits peers (e.g., UnitedHealth Group, Teladoc Health, Oscar Health), typically viewed as neutral signaling.
• Absence of open-market sales is consistent with neutral-to-benign insider activity; no deviation from standard governance disclosures or equity transaction practices.

Related Party Transactions

• 50,265 directly held shares transferred to The Norman C. and Melinda B. Payson Revocable Trust for no consideration on 2025-11-18.
• 331,363 shares indirectly held by The Norman C. and Melinda B. Payson Revocable Trust (Trustees: Norman C. Payson and Melinda B. Payson).
• 122,493 shares held by EVO Eagle, LLC with shared voting and dispositive power.

Stakeholder Impact

• No open-market sale occurred, implying no immediate impact on public float from these transactions.
• Ownership shifted from direct to indirect (trust/LLC) structures while maintaining reported beneficial ownership.
• No dilution, capital raise, or operational changes disclosed.

Key Dates

Keywords

Progyny, PGNY, Form 4, insider transaction, option exercise, gift, revocable trust, beneficial ownership, EVO Eagle LLC, director