Progyny Inc

a. On May 9, 2024, the Compensation Committee of the Company’s Board of Directors approved the Progyny, Inc. Executive Severance Plan (the “Severance Plan”) for employees at the level of executive vice president and above. The Severance Plan provides for the payment of severance and other benefits to eligible participants in the event of an involuntary termination of employment by the Company without cause or a resignation of employment by the participant for good reason.

With respect to each participant, the Severance Plan provides that, upon a qualifying termination, the participant will be eligible to receive (i) an amount equal to 12 months of base salary, payable in equal installments, (ii) a pro-rated amount of the participant’s annual bonus, payable in a lump sum, (iii) subsidized COBRA during the 12-month severance period, and (iv) any equity awards that are scheduled to vest during the 12-month period following the participant’s termination date will become vested (collectively, the “Severance Benefits”).

Upon a qualifying termination that occurs within one month prior to or the 12-month period immediately following a change of control, the participant will be eligible to receive (i) the Severance Benefits and (ii) accelerated vesting of 100% of their then-unvested equity awards. In addition, all cash amounts shall be paid in a single lump sum.

In the event that a participant’s employment is terminated due to death or disability, the participant will be eligible to receive only accelerated vesting of 100% of their then-unvested equity awards.

To the extent that a participant is eligible to receive greater severance benefits under an employment agreement currently in effect with the Company, such participant will receive the greater of (x) the benefits under the Severance Plan or (y) the benefits under such participant’s employment agreement.

A participant’s right to receive the severance payments and benefits is subject to their execution and non-revocation of a general release of claims in favor of the Company and their continued compliance with any applicable restrictive covenants.

The foregoing description of the Severance Plan is qualified in its entirety by reference to the complete text of the Severance Plan, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

b. None.

c. On January 26, 2024, Peter Anevski, our Chief Executive Officer, adopted a trading plan that is intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Anevski’s trading plan is for the sale of up to 1,195,000 shares of the Company’s common stock in amounts and prices determined in accordance with a formula set forth in the plan. The plan terminates on the earlier of the date all shares under the plan are sold or April 30, 2025.