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Progyny (PGNY) board authorizes cash-funded $200 million stock buyback

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Progyny, Inc. announced that its board of directors has approved a share repurchase program authorizing the company to buy back up to $200 million of its common stock. The program will be funded from existing cash balances and allows repurchases in the open market, including under Rule 10b5-1 trading plans.

The timing and actual number of shares repurchased will depend on the stock price, market conditions and other factors the company considers relevant. The board may suspend or discontinue the program at any time, and there is no assurance that any specific amount of stock will be repurchased.

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Insights

Progyny adds flexibility with a cash-funded $200 million buyback authorization.

Progyny’s board approved a share repurchase program for up to $200 million of common stock, funded entirely from available cash balances. The company may execute repurchases through open market transactions, including Rule 10b5-1 plans, giving it flexibility over timing and method.

The authorization is discretionary: management can vary repurchase activity based on stock price, market conditions and other factors. The program can be suspended or discontinued at any time, and there is no commitment to repurchase a minimum number of shares, so the actual impact will depend on future execution.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Share repurchase authorization $200 million Maximum aggregate amount of common stock repurchases approved by the board
share repurchase program financial
"its Board of Directors has approved a share repurchase program to repurchase up to $200 million"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
open market repurchases financial
"Shares may be repurchased through open market repurchases, including through plans complying with Rule 10b5-1"
Open market repurchases are when a company buys its own shares back using cash by purchasing them on public stock exchanges, just like someone gradually buying slices from a shared pie so the remaining slices grow bigger. For investors this matters because repurchases lower the number of shares outstanding, which can raise earnings per share and push the stock price higher, but they also use corporate cash and signal management priorities, so the trade-offs affect valuation and risk.
Rule 10b5-1 regulatory
"including through plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Progyny (PGNY) announce in this Form 8-K?
Progyny announced that its board approved a share repurchase program authorizing buybacks of up to $200 million of common stock. The program will be funded from existing cash balances and carried out at the company’s discretion based on market conditions and other relevant factors.

How large is Progyny’s new share repurchase authorization?
Progyny’s board authorized a share repurchase program of up to $200 million of its common stock. This is the maximum aggregate amount the company may spend on buybacks under the program, though it is not obligated to use the full amount or repurchase any specific number of shares.

How will Progyny fund its $200 million share repurchase program?
Progyny plans to fund the share repurchase program entirely from its available cash balances. This means the company does not reference new debt or equity financing for these buybacks in the disclosure, relying instead on cash already on its balance sheet to execute potential repurchases.

What methods can Progyny use to repurchase its common stock?
Progyny may conduct repurchases through open market transactions, including trades made under Rule 10b5-1 plans. These plans allow pre-arranged trading strategies. The exact mix of methods will depend on stock price, market conditions and other factors the company considers relevant over time.

Is Progyny required to repurchase the full $200 million in shares?
Progyny is not required to repurchase the full $200 million of stock. The company states there can be no assurances about how many shares it will buy, if any, or at what prices. The program may be suspended or discontinued by the board at any time.
0001551306false00015513062026-05-262026-05-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2026


Progyny, Inc.
(Exact name of Registrant as Specified in Charter)

Delaware
001-39100
27-2220139
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


1359 Broadway
New York, New York
10018
(Address of Principal Executive Offices)
(Zip Code)
(212) 888-3124
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
    
Trading Symbol(s)
    
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
PGNY
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01 Other Events.

Progyny, Inc. (the “Company”) announced today that its Board of Directors has approved a share repurchase program to repurchase up to $200 million of its common stock. The program will be funded through available cash balances.

Shares may be repurchased through open market repurchases, including through plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, depending on stock price, market conditions and other factors deemed relevant in the Company’s sole discretion. The program may be suspended or discontinued at any time. There can be no assurances as to how many shares the Company will repurchase, if any, or at what prices any purchases will be made.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Progyny, Inc.
Dated: May 26, 2026
By: 
/s/ Peter Anevski
Peter Anevski
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

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