Progyny (PGNY) President to exit role, stay on as paid consultant

Rhea-AI Filing Summary

Progyny, Inc. announced that the employment of its President, Michael Sturmer, will end effective December 31, 2025, with severance provided under his existing 2021 employment agreement. The company is not appointing a new President, noting that it has strengthened its executive team with recent hires in commercial, technology, operations and product leadership roles.

To support continuity on key projects and strategic initiatives, Sturmer will remain as a non-employee consultant through December 31, 2026, under a new consulting agreement. He will receive an annual advisory fee of $250,000, and if he continues to serve through June 30, 2026, his outstanding and vested stock options will have their exercisability extended proportionally to the period of consulting services. The full consulting agreement will be filed as an exhibit to Progyny’s Annual Report on Form 10-K for the year ending December 31, 2025.

Insights

Corporate governance analyst

Progyny restructures senior leadership as its President exits but stays on as a paid consultant.

The company reports that President Michael Sturmer’s employment will cease on December 31, 2025, while his severance follows an existing employment agreement from December 17, 2021. Rather than naming a successor, Progyny highlights that it has broadened its executive ranks with a Chief Commercial Officer, Chief Technology Officer, Chief Operating Officer and Chief Product Officer over the past two years.

A new consulting agreement keeps Sturmer engaged through December 31, 2026, with an annual advisory fee of $250,000. If he continues providing services through June 30, 2026, his outstanding and vested options will remain exercisable beyond their current expiration for a proportional period, aligning his incentives with ongoing projects. The agreement will be included as an exhibit to the Form 10-K for the year ending December 31, 2025, providing additional detail for those reviewing future company disclosures.

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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): December 12, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Progyny, Inc. (the “Company”) announced that the employment of Michael Sturmer, the Company’s President, will cease, effective as of December 31, 2025. In connection with the cessation of his employment, Mr. Sturmer will be entitled to receive the severance payments and benefits in accordance with the existing terms of his employment agreement with the Company dated December 17, 2021 (as previously filed by the Company with the Securities and Exchange Commission). The Company thanks Mr. Sturmer for his many accomplishments over the past five years. As the Company has significantly enhanced the experience and depth of its executive leadership through the addition of its Chief Commercial Officer, Chief Technology Officer, Chief Operating Officer and Chief Product Officer over the past two years, the Company is not naming a successor to the role of President.

In order to ensure the continuity of certain projects and other strategic initiatives that began under his tenure, Mr. Sturmer has entered into a consulting agreement with the Company (the “Consulting Agreement”), pursuant to which Mr. Sturmer will serve as a non-employee consultant to the Company through December 31, 2026. Under the terms of the Consulting Agreement, Mr. Sturmer will be entitled to receive an annual advisory fee of $250,000. In addition, if Mr. Sturmer continues to provide such services through June 30, 2026, then his outstanding and vested options will remain exercisable beyond their existing expiration date for a proportional period to the period of consulting services provided by Mr. Sturmer under the Consulting Agreement.

The foregoing description of the Consulting Agreement is qualified in its entirety by the full text of the Consulting Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

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: December 17, 2025
			By:			/s/ Peter Anevski
						Peter Anevski
						Chief Executive Officer

FAQ

What executive leadership change did Progyny (PGNY) announce?

Progyny announced that the employment of its President, Michael Sturmer, will cease effective December 31, 2025. The company is not naming a successor to the President role.

Why is Progyny (PGNY) not appointing a new President after Michael Sturmer’s departure?

Progyny stated that it has significantly enhanced the experience and depth of its executive leadership by adding a Chief Commercial Officer, Chief Technology Officer, Chief Operating Officer and Chief Product Officer over the past two years.

What are the key terms of Michael Sturmer’s consulting agreement with Progyny (PGNY)?

Under the consulting agreement, Sturmer will serve as a non-employee consultant through December 31, 2026, and receive an annual advisory fee of $250,000.

How will Michael Sturmer’s stock options be affected under the Progyny (PGNY) consulting agreement?

If Sturmer continues consulting through June 30, 2026, his outstanding and vested options will remain exercisable beyond their existing expiration date for a period proportional to his consulting service.

When and where will Progyny (PGNY) file the full consulting agreement with Michael Sturmer?

The company plans to file the full text of the consulting agreement as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

Does Michael Sturmer receive severance from Progyny (PGNY) when his employment ends?

Yes. He is entitled to severance payments and benefits in accordance with the existing terms of his employment agreement dated December 17, 2021.