Form 4: Progyny Director Jeffrey Park Boosts Stake with New Equity Grants

Progyny, Inc. Director Jeffrey G. Park reported the acquisition of 9,364 restricted stock units and 41,100 stock options on May 22, 2025, increasing his beneficial ownership in the company.

Summary

• Jeffrey G. Park, a Director of Progyny, Inc. (PGNY), reported transactions on May 22, 2025, involving the acquisition of equity securities.
• He acquired 9,364 shares of common stock underlying Restricted Stock Units (RSUs) at a price of $0. These RSUs represent a contingent right to receive one share of common stock each and are scheduled to vest on May 22, 2026, contingent on his continued service.
• Mr. Park also acquired 5,835 stock options with an exercise price of $20.89. These options were issued in lieu of an annual cash retainer of $65,000 for his board and committee service.
• Additionally, he acquired another 35,265 stock options, also with an exercise price of $20.89.
• Both sets of stock options, totaling 41,100, will vest on May 22, 2026, subject to his continued service, and have an expiration date of May 21, 2035.
• Following these reported transactions, Mr. Park's direct beneficial ownership of common stock is 32,057 shares, in addition to the newly acquired derivative securities.

Sentiment

Score: 6

Explanation: The filing indicates a director increasing their stake and receiving equity compensation, which generally aligns interests with shareholders. It's a routine filing, not indicative of major positive or negative news, but the increased ownership is a minor positive signal.

Positives

• Director Jeffrey G. Park increased his beneficial ownership in Progyny, Inc. through the acquisition of 9,364 Restricted Stock Units (RSUs) and 41,100 stock options, signaling confidence in the company's future.
• The acquisition of 5,835 stock options in lieu of a $65,000 annual cash retainer for board and committee service aligns the director's compensation directly with shareholder interests and conserves company cash.
• The vesting schedule for both RSUs and options on May 22, 2026, subject to continued service, indicates a commitment to long-term engagement and performance within the company.

Risks

• The vesting of the acquired RSUs and stock options is contingent on the reporting person's continued service until May 22, 2026, meaning the benefits are not guaranteed if service ceases before this date.
• The ultimate value realized from the stock options is dependent on Progyny, Inc.'s stock price exceeding the exercise price of $20.89 in the future.

Future Outlook

The vesting of the acquired RSUs and stock options on May 22, 2026, is contingent on the director's continued service, indicating a future commitment period. The stock options have a long-term expiration date of May 21, 2035, suggesting a long-term incentive for the director to contribute to the company's success.

Management Comments

• "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 May 22, 2026, subject to the Reporting Person's continued service on such date."
• "The option was issued to the Reporting Person in lieu of an annual cash retainer of $65,000 for board and committee service. The shares subject to the option will vest on May 22, 2026, subject to the Reporting Person's continued service on such date."
• "The shares subject to the option will vest on May 22, 2026, subject to the Reporting Person's continued service on such date."

Industry Context

The use of equity compensation, such as Restricted Stock Units (RSUs) and stock options, for directors is a common practice across various industries, including healthcare and technology, to align the interests of board members with those of shareholders and to incentivize long-term performance and retention. This filing reflects a standard approach to director compensation.

Comparison to Industry Standards

• NA (This document, a Form 4, primarily reports insider transactions and does not provide sufficient information for a detailed comparison of compensation structures or company performance against specific industry benchmarks or comparable companies.)

Related Party Transactions

• The acquisition of 9,364 Restricted Stock Units (RSUs) and 41,100 stock options by Director Jeffrey G. Park from Progyny, Inc. as part of his compensation package.
• The issuance of 5,835 stock options in lieu of a $65,000 annual cash retainer for board and committee service.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders due to equity-based compensation, potentially fostering long-term value creation.
• Employees: No direct impact on employees is mentioned in this filing.
• Customers: No direct impact on customers is mentioned in this filing.
• Suppliers: No direct impact on suppliers is mentioned in this filing.
• Creditors: No direct impact on creditors is mentioned in this filing.

Next Steps

• The acquired RSUs and stock options are scheduled to vest on May 22, 2026, contingent on Jeffrey G. Park's continued service as a director of Progyny, Inc.

Key Dates

Recommendation

Keywords

Progyny, PGNY, SEC Form 4, Insider Trading, Stock Options, Restricted Stock Units, Director Compensation, Equity Compensation, Beneficial Ownership