Welcome to our dedicated page for Progyny SEC filings (Ticker: PGNY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Progyny, Inc. filings document public-company reporting for its Nasdaq-listed common stock and its women's health and family building benefits business. Recent Form 8-K reports furnish quarterly and annual financial results, guidance updates, Regulation FD materials, supplemental earnings presentations, and other material-event disclosures.
The company's proxy materials cover annual meeting governance, director and executive compensation, equity award information, and related shareholder voting matters. Other filings address executive employment and compensatory arrangements, as well as a derivative-action settlement notice tied to historical non-employee director compensation practices.
Progyny, Inc. reported higher profitability for the quarter ended March 31, 2026, as modest revenue growth combined with lower costs and stock-based compensation. Revenue rose to $328.5 million from $324.0 million, while net income increased to $24.2 million from $15.1 million.
Gross margin improved to 25.3%, reflecting efficiencies in care management and lower stock-based compensation. Adjusted EBITDA was $56.6 million, or 17.2% of revenue. The company ended the quarter with $225.1 million in cash and marketable securities and no borrowings on a $200 million credit facility.
Progyny served 595 clients and about 7.2 million covered lives, with ART cycles of 15,647 and stable utilization. It completed a $200 million share repurchase program, buying back 5.5 million shares in the quarter, which reduced shares outstanding and supported EPS growth to $0.29 diluted.
Progyny, Inc. reported record first quarter 2026 revenue of $328.5 million, up 1.4% year over year and up 12.2% excluding a large client that did not renew for 2025. Gross profit rose to $83.1 million with gross margin improving to 25.3% from 23.4%, reflecting efficiencies and lower stock-based compensation.
Net income increased to $24.2 million, or $0.29 per diluted share, compared with $15.1 million, or $0.17 per diluted share, a year earlier. Adjusted EBITDA was $56.6 million, or a 17.2% margin, slightly below the prior year as higher gross profit was offset by planned platform investments. Operating cash flow was $45.9 million.
The company ended the quarter with $225.1 million in cash, cash equivalents and marketable securities and no debt, after repurchasing more than 5.5 million shares in the quarter and 8.8 million shares cumulatively under its $200 million program, which is now completed. For full year 2026, Progyny projects revenue of $1.365 billion to $1.405 billion, net income of $103.7 million to $112.3 million, and Adjusted EBITDA of $232.0 million to $244.0 million.
Progyny Inc reports a 6.54% passive stake held by Vanguard Portfolio Management as of 03/31/2026. Vanguard Portfolio Management beneficially owns 5,357,311 shares of Progyny common stock and reports 65,283 shares of sole voting power. The filing explains the holdings include securities held by Vanguard funds and managed accounts.
Progyny, Inc. Chief Operating Officer Melissa B. Cummings had 4,172 shares of common stock withheld on April 14, 2026 to cover taxes on vesting restricted stock units. The shares were valued at $16.98 each for this tax-withholding transaction, which is not an open-market sale. After the withholding, she directly owns 82,949 shares of Progyny common stock.
Progyny, Inc. is asking stockholders to vote at its virtual 2026 annual meeting on May 21, 2026. Holders of 78,328,997 shares of common stock as of March 27, 2026 may vote.
Stockholders will elect three Class I directors, ratify Ernst & Young LLP as auditor for 2026, cast an advisory say-on-pay vote on executive compensation, and vote on two charter amendments to remove supermajority voting requirements, including for certain business combinations.
Progyny, Inc. is soliciting proxies for its 2026 Annual Meeting to be held virtually on May 21, 2026. The record date is March 27, 2026, when 78,328,997 shares of common stock were outstanding. Stockholders will vote on: (1) election of three Class I directors (Lloyd Dean, Kevin Gordon, Cheryl Scott); (2) ratification of Ernst & Young LLP as independent auditor for the year ending December 31, 2026; (3) an advisory (non-binding) say-on-pay vote on named executive officer compensation; (4) approval of an amendment to the Certificate of Incorporation to eliminate certain supermajority voting requirements; and (5) approval of an amendment to eliminate the default supermajority voting requirement for certain business combinations. The proxy materials and the Annual Report for fiscal year ended December 31, 2025 are available at the URL provided in the notice. Voting instructions, quorum rules, broker vote treatment, and methods to revoke or change a proxy are described in the proxy statement.
Progyny Inc disclosure: The Vanguard Group filed Amendment No. 5 to a Schedule 13G/A reporting 0 shares beneficially owned, representing 0% of Progyny's common stock. The filing explains an internal realignment effective January 12, 2026, causing certain Vanguard subsidiaries to report holdings separately.
Progyny, Inc. Chief Product Officer Geoffrey Clapp reported a routine share disposition related to taxes rather than an open-market trade. On March 17, 2026, 3,275 shares of common stock were withheld at $17.42 per share to cover withholding taxes upon the vesting of restricted stock units. Following this tax-withholding event, Clapp directly held 60,647 shares of Progyny common stock.
Progyny, Inc. reported that it has entered into a proposed settlement of a stockholder derivative action in New York state court that challenged historical compensation practices for its non-employee directors. The company has issued a Notice of Pendency of Settlement of Derivative Action.
Under the settlement, Progyny will adopt corporate governance reforms for at least four years, including a new director compensation policy. Non-employee directors’ annual compensation will be capped at a cash award of up to $48,000 and an equity award of up to $240,000, for a total Annual Award not exceeding $288,000 per director, plus specified additional cash retainers for certain leadership roles.
The settlement provides only corporate governance benefits; stockholders will not receive direct monetary payments. Subject to court approval, Progyny and/or its insurers will pay $450,000 in attorneys’ fees and expenses to plaintiff’s counsel. A settlement hearing is scheduled for May 28, 2026, at 11 a.m. on Microsoft Teams, where the court will consider approval of the settlement, the fee request, and dismissal of the action with prejudice.