Clapp Geoffrey 4

What Happened
Geoffrey Clapp, Chief Product Officer of Progyny (PGNY), exercised/converted 12,909 shares on 2026-06-02 (reported as derivative exercise/conversion) with an acquisition value of $20.91 per share (total ≈ $269,927). Of those shares, 11,379 were surrendered/withheld to cover tax withholding at $25.54 each (value ≈ $290,620), and an additional 1,530 shares were sold in the open market at $25.58 each for ≈ $39,137. The filing also reports the conversion/termination of the related derivative instrument (12,909 shares disposed at $0).

Key Details

• Transaction date: June 2, 2026; filing date: June 3, 2026 (appears filed promptly).
• Exercise/acquisition: 12,909 shares @ $20.91 = ~$269,927 (code M).
• Tax withholding/disposition: 11,379 shares withheld/surrendered @ $25.54 = ~$290,620 (code F / tax withholding).
• Open-market sale: 1,530 shares sold @ $25.58 = ~$39,137 (code S).
• Derivative disposition: 12,909 shares reported disposed at $0 (reflects conversion/termination of the derivative instrument).
• Shares owned after the transactions: Not specified in the filing.
• Footnotes: F1 indicates shares were withheld to pay taxes upon vesting of restricted stock units; F2 provides the RSU vesting schedule (33% vested March 17, 2026; remainder vests quarterly through March 17, 2028).

Context
This sequence looks like a cashless exercise/conversion combined with standard tax-withholding on vested awards: the reporting person converted/exercised to acquire shares, a large portion of those shares were used to satisfy withholding taxes, and a small number were sold in the open market. Such filings typically reflect routine compensation-related transactions rather than an independent market signal; the filing itself was submitted the day after the transaction.