Progyny (PGNY) Director Kevin K. Gordon Exercises Options, Sells Shares

What Happened

• Kevin K. Gordon, a director of Progyny, exercised 22,000 stock options on Sep 10, 2026 at an exercise price of $13.00 per share, resulting in acquired shares with an intrinsic cost of $286,000. To cover the exercise price and tax withholding, 10,500 shares were surrendered/withheld (reported at a weighted average price of $27.24, proceeds ≈ $286,020). An additional 11,500 shares were sold in the open market at an average price of $27.94 for proceeds of about $321,358.
• The filings show a matching derivative conversion entry (22,000 shares at $0.00) consistent with exercising options. Net effect: 22,000 shares were acquired via exercise and 22,000 shares were disposed (10,500 withheld + 11,500 sold), leaving no net increase in shares held from this transaction.

Key Details

• Transaction date: 2026-09-10; Form 4 filed 2026-09-14 (timely within the 2-business-day reporting window).
• Exercise: 22,000 shares @ $13.00 = $286,000 (code M).
• Tax/withholding: 10,500 shares withheld @ weighted avg $27.24 = $286,020 (code F). Footnote: sales occurred at prices ranging $26.99–$27.24; weighted average reported.
• Open-market sale: 11,500 shares @ $27.94 = $321,358 (code S).
• Shares fully vested (footnote F2). The filing does not state the director’s total shares owned after the transactions; the disclosed transactions result in no net new shares retained (22,000 acquired, 22,000 disposed).

Context

• This was effectively a cashless exercise: options were exercised and shares were used both to satisfy exercise/tax obligations and to sell in the open market. Such exercises with partial or full sell-to-cover are common and do not by themselves indicate the insider’s view of the company’s prospects.
• Transaction codes: M = option exercise, F = tax withholding (share surrender), S = open-market sale.