PGNY / Progyny, Inc. - SEC 보고서, 연례 보고, 기업 사업 설명서

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US ˙ NasdaqGS ˙ US74340E1038

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CIK 1551306
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Progyny, Inc.
SEC Filings (Chronological Order)
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May 27, 2026 8-K

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 21, 2026 Progyny, Inc. (Exact

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 21, 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) (IR

May 27, 2026 EX-3.2

Exhibit 3.2 PROGYNY, INC. RESTATED CERTIFICATE OF INCORPORATION PROGYNY, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: FIRST: The name of the Company is Progyny, In

exhibit32-restatedcertif Exhibit 3.2 PROGYNY, INC. RESTATED CERTIFICATE OF INCORPORATION PROGYNY, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: FIRST: The name of the Company is Progyny, Inc. SECOND: The Company was originally formed as a corporation organized under the jurisdiction of the State of Delaware on Ap

May 27, 2026 EX-3.3

Exhibit 3.3 THIRD AMENDED AND RESTATED BYLAWS OF PROGYNY, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES SECTION 1. Registered Office. The registered office shall be established and maintained at the office of Corporation Service Company, Inc., in t

exhibit33-thirdamendedan Exhibit 3.3 THIRD AMENDED AND RESTATED BYLAWS OF PROGYNY, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES SECTION 1. Registered Office. The registered office shall be established and maintained at the office of Corporation Service Company, Inc., in the City of Wilmington, County of New Castle, in the State of Delaware, and said corporation, or other such person or entity a

May 27, 2026 EX-3.1

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROGYNY, INC. Progyny, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that:

exhibit31certificateofam Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROGYNY, INC. Progyny, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that: A. The amendments to the Amended and Restated Certificate of Incorporation that are set forth in this Certificate of Amendmen

May 26, 2026 8-K

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

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) (IR

May 8, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 7, 2026 EX-99.2

P L E A S E R E F E R T O S L I D E 2 F O R T H E S A F E H A R B O R L A N G U AG E R E G A R D I N G T H I S P R E S E N T A T I O N1 1st Quarter 2026 Earnings Supplement May 2026 P L E A S E R E F E R T O S L I D E 2 F O R T H E S A F E H A R B O

progyny1q2026earningssup P L E A S E R E F E R T O S L I D E 2 F O R T H E S A F E H A R B O R L A N G U AG E R E G A R D I N G T H I S P R E S E N T A T I O N1 1st Quarter 2026 Earnings Supplement May 2026 P L E A S E R E F E R T O S L I D E 2 F O R T H E S A F E H A R B O R L A N G U AG E R E G A R D I N G T H I S P R E S E N T A T I O N2 Safe Harbor Statement This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

May 7, 2026 EX-99.1

Progyny, Inc. Announces First Quarter 2026 Results Reports Record First Quarter Revenue of $328.5 Million Early Selling Season Activity Reflects Robust Demand for Women's Health and Family Building Solutions Returned Value to Shareholders Through Rep

Progyny, Inc. Announces First Quarter 2026 Results Reports Record First Quarter Revenue of $328.5 Million Early Selling Season Activity Reflects Robust Demand for Women's Health and Family Building Solutions Returned Value to Shareholders Through Repurchase of 8.8 Million Shares to Date Since November NEW YORK, May 7, 2026 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”)

May 7, 2026 8-K

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 7, 2026 Progyny, Inc. (Exact

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 7, 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

April 10, 2026 DEFA14A

DEFA14A

April 10, 2026 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission On

April 10, 2026 ARS

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39100 Progyny, Inc.

March 31, 2026 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission On

March 13, 2026 8-K

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): January 26, 2026 Progyny, Inc. (E

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): January 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)

March 13, 2026 EX-99.1

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ALEX REGENSBURG, derivatively on behalf of PROGYNY, INC., Plaintiff, v. PETE ANEVSKI, DAVID SCHLANGER, FRED E. COHEN, LLOYD DEAN, KEVIN GORDON, ROGER HOLSTEIN, JEFF PARK, NORMAN PAYSON, CHERYL

progyny-noticeofpendancy SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ALEX REGENSBURG, derivatively on behalf of PROGYNY, INC.

February 27, 2026 S-8

As filed with the Securities and Exchange Commission on February 27, 2026.

As filed with the Securities and Exchange Commission on February 27, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progyny, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2220139 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ

February 27, 2026 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39

February 27, 2026 EX-4.6

DESCRIPTION OF PROGYNY, INC. SECURITIES

Exhibit 4.6 DESCRIPTION OF PROGYNY, INC. SECURITIES As of December 31, 2025, Progyny, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act: our common stock, par value $0.0001 per share. When we use the words “we,” “us,” “our” or the “Company,” we are referring to Progyny, Inc. The following description of our capital

February 27, 2026 EX-10.22

Exhibit 10.22 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered by and between Progyny, Inc. (the “Company”) and Michael Sturmer (the “Consultant”) and shall be effective as of January 1, 2026 (the “Effective Date”)

exhibit1022-consultingag Exhibit 10.22 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered by and between Progyny, Inc. (the “Company”) and Michael Sturmer (the “Consultant”) and shall be effective as of January 1, 2026 (the “Effective Date”). The Company and the Consultant are collectively referred to as the “Parties”, and individually, a “Party”. WHEREAS, referen

February 27, 2026 EX-FILING FEES

CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) PROGYNY, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) PROGYNY, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 2019 Equity Incentive Plan Equity Com

February 26, 2026 EX-99.1

Progyny, Inc. Announces Fourth Quarter 2025 Results Reports Revenue of $318.4 Million, Reflecting Fourth Quarter Growth of 6.7% and 10% for the Full Year Generated Record $210.2 Million in Full Year Operating Cash Flow Returned Value to Shareholders

Exhibit 99.1 Progyny, Inc. Announces Fourth Quarter 2025 Results Reports Revenue of $318.4 Million, Reflecting Fourth Quarter Growth of 6.7% and 10% for the Full Year Generated Record $210.2 Million in Full Year Operating Cash Flow Returned Value to Shareholders Through Repurchase of Approximately 6.5 Million Shares To Date Under Recent Authorization Issues Financial Guidance for 2026, Reflecting

February 26, 2026 EX-99.2

P L EAS E R EF ER T O S LI D E 2 F OR TH E SA FE H AR B O R L AN G UA GE R EG AR D IN G TH IS P R E S EN TA TI ON1 4th Quarter 2025 Earnings Supplement February 2026 P L EAS E R EF ER T O S LI D E 2 F OR TH E SA FE H AR B O R L AN G UA GE R EG AR D I

q4earningssupplimentalsl P L EAS E R EF ER T O S LI D E 2 F OR TH E SA FE H AR B O R L AN G UA GE R EG AR D IN G TH IS P R E S EN TA TI ON1 4th Quarter 2025 Earnings Supplement February 2026 P L EAS E R EF ER T O S LI D E 2 F OR TH E SA FE H AR B O R L AN G UA GE R EG AR D IN G TH IS P R E S EN TA TI ON2 Safe Harbor Statement This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

February 26, 2026 8-K

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): February 26, 2026 Progyny, Inc. (

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): February 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

January 12, 2026 EX-99.1

Progyny to Discuss Updated Financial Expectations at Upcoming JP Morgan Healthcare Conference Anticipates Fourth Quarter and Full Year Results to Be Slightly Above Previously Provided Financial

Exhibit 99.1 Progyny to Discuss Updated Financial Expectations at Upcoming JP Morgan Healthcare Conference Anticipates Fourth Quarter and Full Year Results to Be Slightly Above Previously Provided Financial Guidance NEW YORK, January 12, 2026 (GLOBE NEWSWIRE) – Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a global leader in women’s health and family building solutions, today announce

January 12, 2026 8-K

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): January 12, 2026 Progyny, Inc. (E

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): January 12, 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)

December 17, 2025 8-K

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. (

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

November 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 6, 2025 EX-99.2

P L EAS E R EF ER T O S LI D E 2 F OR TH E SA FE H AR B O R L AN G UA GE R EG AR D IN G TH IS P R E S EN TA TI ON1 3rd Quarter 2025 Earnings Supplement November 2025 P L EAS E R EF ER T O S LI D E 2 F OR TH E SA FE H AR B O R L AN G UA GE R EG AR D I

exhibit992q32025 P L EAS E R EF ER T O S LI D E 2 F OR TH E SA FE H AR B O R L AN G UA GE R EG AR D IN G TH IS P R E S EN TA TI ON1 3rd Quarter 2025 Earnings Supplement November 2025 P L EAS E R EF ER T O S LI D E 2 F OR TH E SA FE H AR B O R L AN G UA GE R EG AR D IN G TH IS P R E S EN TA TI ON2 Safe Harbor Statement This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

November 6, 2025 8-K

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): November 6, 2025 Progyny, Inc. (E

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): November 6, 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)

November 6, 2025 EX-99.1

Progyny, Inc. Announces Third Quarter 2025 Results Reports Revenue of $313.3 Million, Reflecting 9.3% Growth Raises Full Year Guidance to Reflect Continued Strength in Member Engagement Selling Season Yields Over 80 New Clients, 900,000 New Lives, an

Progyny, Inc. Announces Third Quarter 2025 Results Reports Revenue of $313.3 Million, Reflecting 9.3% Growth Raises Full Year Guidance to Reflect Continued Strength in Member Engagement Selling Season Yields Over 80 New Clients, 900,000 New Lives, and Near 100% Retention of Existing Base Record $156.0 Million in Operating Cash Flow Generated over the First Nine Months of 2025 Board Authorizes Up t

September 4, 2025 144

144

144 0001956339 XXXXXXXX LIVE 0001551306 Progyny, Inc. 001-39100 1359 BROADWAY 2ND FLOOR NEW YORK NY 10018 212-888-3124 Swartz Allison Officer Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 599 14094.47 85982409 09/04/2025 NASDAQ Common 09/04/2025 Restricted Stock Vesting Issuer N 599 09/04/2025 Compensation N Allison C. Swartz 1359 Broadway New York NY 10018 Common 08/

August 28, 2025 144

144

144 0001956339 XXXXXXXX LIVE 0001551306 Progyny, Inc. 001-39100 1359 BROADWAY 2ND FLOOR NEW YORK NY 10018 212-888-3124 Swartz Allison Officer Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 2398 55058.08 85982409 08/28/2025 NASDAQ Common 08/28/2025 Restricted Stock Vesting Issuer N 2398 08/28/2025 Compensation Y 08/28/2025 05/13/2025 /s/ Daniel Tucci, as a duly authoriz

August 8, 2025 EX-10.2

Employment Agreement between Progyny, Inc. and Geoffrey Clapp

exhibit102-geoffreyclapp Exhibit 10.2 March 6, 2025 Geoffrey Clapp Via DocuSign Dear Geoffrey: Congratulations! You are joining a great team at Progyny, Inc. (together with its subsidiaries and affiliates, “Progyny” or “Company”), a leading women’s health and benefits company that combines service, science, technology, and data to provide solutions for employers. This letter agreement (“Agreement”

August 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 8, 2025 EX-10.1

Form of PSU award agreement.

Exhibit 10.1 PROGYNY, INC. PSU AWARD GRANT NOTICE (2019 EQUITY INCENTIVE PLAN) Progyny, Inc. (the “Company”) has awarded to you (the “Participant”) the number of performance-vesting restricted stock units specified and on the terms set forth below in consideration of your services (the “PSU Award”). Your PSU Award is subject to all of the terms and conditions as set forth herein and in the Company

August 8, 2025 EX-10.3

Employment Agreement between Progyny, Inc. and Melissa Cummings

exhibit103-melissacummin Exhibit 10.3 March 13, 2025 Melissa Cummings Via DocuSign Dear Melissa: Congratulations! You are joining a great team at Progyny, Inc. (together with its subsidiaries and affiliates, "Progyny" or "Company"), a leading women's health and benefits company that combines service, science, technology, and data to provide solutions for employers. This letter agreement (“Agreemen

August 7, 2025 EX-99.1

Progyny, Inc. Announces Second Quarter 2025 Results Reports Record Revenue of $332.9 Million, Reflecting 9.5% Growth Generates $55.5 Million in Quarterly Operating Cash Flow and Record $105.3 Million over the First Half of 2025 Raises Full Year Guida

Progyny, Inc. Announces Second Quarter 2025 Results Reports Record Revenue of $332.9 Million, Reflecting 9.5% Growth Generates $55.5 Million in Quarterly Operating Cash Flow and Record $105.3 Million over the First Half of 2025 Raises Full Year Guidance to Reflect Continued Increase in Pacing of Member Engagement NEW YORK, August 7, 2025 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or

August 7, 2025 8-K

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): August 7, 2025 Progyny, Inc. (Exa

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): August 7, 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) (

July 8, 2025 EX-10.1

Credit Agreement dated July 1, 2025 by and among Progyny, Inc., the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Swingline Lender

Exhibit 10.1 CREDIT AGREEMENT dated as of July 1, 2025 among PROGYNY, INC., as the Parent Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and Issuing Banks, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent, JPMORGAN CHASE BANK, N.A., as Swingline Lender, JPMORGAN CHASE BANK, N.A., as Sole Lead Arranger and Sole Bookrunner, and BANK OF AMERICA, N.A., SILICON

July 8, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

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): July 1, 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) (IR

July 8, 2025 EX-99.1

Progyny, Inc. Provides Business Update and Announces Details for Its Second Quarter 2025 Results Report Operational and Financial Flexibility Enhanced Through New Credit Facility Second Quarter Results Anticipated to be Slightly Above Previously Prov

Exhibit 99.1 Progyny, Inc. Provides Business Update and Announces Details for Its Second Quarter 2025 Results Report Operational and Financial Flexibility Enhanced Through New Credit Facility Second Quarter Results Anticipated to be Slightly Above Previously Provided Financial Guidance NEW YORK, July 8, 2025 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a global lead

May 28, 2025 8-K

Submission of Matters to a Vote of Security Holders

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 22, 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) (IR

May 15, 2025 LETTER

LETTER

May 15, 2025 Allison Swartz General Counsel Progyny, Inc. 1359 Broadway New York, NY 10018 Re: Progyny, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-39100 Dear Allison Swartz: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, commen

May 9, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 9, 2025 EX-10.2

Form of PSU award agreement.

Exhibit 10.2 PROGYNY, INC. PSU AWARD GRANT NOTICE (2019 EQUITY INCENTIVE PLAN) Pursuant to this PSU Award Grant Notice (the “Grant Notice”), Progyny, Inc. (the “Company”) has awarded to you (the “Participant”) the number of performance-vesting restricted stock units (“PSUs”) as specified below, and subject to the terms and conditions set forth below, in consideration of your services to the Compan

May 9, 2025 EX-10.1

Progyny, Inc. Executive Severance Plan

Exhibit 10.1 PROGYNY, INC. EXECUTIVE SEVERANCE PLAN Adopted May 2, 2025 I. INTRODUCTION AND ADMINISTRATION 1.1 Purpose. This Progyny, Inc. Executive Severance Plan (this “Plan”) is being adopted pursuant to the authorization of the Committee for the benefit of certain executives of the Company. This Plan is intended to provide severance benefits to certain executives who experience a Qualifying Te

May 8, 2025 EX-99.1

Progyny, Inc. Announces First Quarter 2025 Results Reports Record Revenue of $324.0 Million, Reflecting 16.5% Growth Raises Full Year Guidance Due to Strong Start to the Year Early Selling Season Activity Reflects Ongoing Demand in Women's Health and

Exhibit 99.1 Progyny, Inc. Announces First Quarter 2025 Results Reports Record Revenue of $324.0 Million, Reflecting 16.5% Growth Raises Full Year Guidance Due to Strong Start to the Year Early Selling Season Activity Reflects Ongoing Demand in Women's Health and Family Building Solutions NEW YORK, May 8, 2025 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a global le

May 8, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 8, 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

May 5, 2025 CORRESP

progyny.com 1359 Broadway, 2nd Floor, New York, NY 10018 May 5, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Al Pavot and Jeanne Baker Re: Progyny, Inc. Form 10-K for the Fis

commentresponseletter10k progyny.com 1359 Broadway, 2nd Floor, New York, NY 10018 May 5, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Al Pavot and Jeanne Baker Re: Progyny, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-39100 Dear Mr. Pavot and Ms. Baker: Progyny, Inc. (the “Company”, “we” or “our”

April 11, 2025 8-K

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

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): April 9, 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) (I

April 11, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission On

April 11, 2025 DEFA14A

DEFA14A

April 11, 2025 ARS

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39100 Progyny, Inc.

March 24, 2025 LETTER

LETTER

March 24, 2025 Allison Swartz General Counsel Progyny, Inc. 1359 Broadway New York, NY 10018 Re: Progyny, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-39100 Dear Allison Swartz: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when y

March 3, 2025 EX-4.6

Description of Capital Stock.

Exhibit 4.6 DESCRIPTION OF PROGYNY, INC. SECURITIES As of December 31, 2024, Progyny, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act: our common stock, par value $0.0001 per share. When we use the words “we,” “us,” “our” or the “Company,” we are referring to Progyny, Inc. The following description of our capital

March 3, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) PROGYNY, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 2019 Equity Incentive Plan Equity Com

March 3, 2025 S-8

As filed with the Securities and Exchange Commission on March 3, 2025.

As filed with the Securities and Exchange Commission on March 3, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progyny, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2220139 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

March 3, 2025 EX-19.1

Progyny, Inc. Statement of Policy Concerning Trading in Company Securities.

Exhibit 19.1 PROGYNY, INC. Statement of Policy Concerning Trading in Company Securities I. Summary of Policy Concerning Trading in Company Securities A. Restrictions on Trading in Company Securities It is the general policy of Progyny, Inc. and its subsidiaries (collectively, the “Company”) that it will, without exception, comply with all applicable laws and regulations in conducting its business;

March 3, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39

February 28, 2025 EX-99.1

Progyny, Inc. Announces Fourth Quarter 2024 Results Reports Quarterly Revenue of $298.4 Million, Reflecting 10.6% Growth Generated $52.2 Million of Quarterly Operating Cash Flow Issues Financial Guidance for 2025, Reflecting Tenth Consecutive Year of

Exhibit 99.1 Progyny, Inc. Announces Fourth Quarter 2024 Results Reports Quarterly Revenue of $298.4 Million, Reflecting 10.6% Growth Generated $52.2 Million of Quarterly Operating Cash Flow Issues Financial Guidance for 2025, Reflecting Tenth Consecutive Year of Revenue Growth NEW YORK, February 27, 2025 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a transformative

February 28, 2025 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Co

February 27, 2025 EX-99.1

Progyny, Inc. Announces Fourth Quarter 2024 Results Reports Quarterly Revenue of $298.4 Million, Reflecting 10.6% Growth Generated $52.2 Million of Quarterly Operating Cash Flow Issues Financial Guidance for 2025, Reflecting Tenth Consecutive Year of

Exhibit 99.1 Progyny, Inc. Announces Fourth Quarter 2024 Results Reports Quarterly Revenue of $298.4 Million, Reflecting 10.6% Growth Generated $52.2 Million of Quarterly Operating Cash Flow Issues Financial Guidance for 2025, Reflecting Tenth Consecutive Year of Revenue Growth NEW YORK, February 27, 2025 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a transformative

February 27, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 27, 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

January 16, 2025 8-K

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

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): January 10, 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)

January 13, 2025 EX-99.1

Progyny to Discuss Updated Financial Expectations at Upcoming JP Morgan Healthcare Conference Anticipates Fourth Quarter and Full Year Results to be Slightly Above Previously Provided Financial Guidance

Exhibit 99.1 Progyny to Discuss Updated Financial Expectations at Upcoming JP Morgan Healthcare Conference Anticipates Fourth Quarter and Full Year Results to be Slightly Above Previously Provided Financial Guidance NEW YORK, January 13, 2025 (GLOBE NEWSWIRE) – Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a transformative fertility, family building and women’s health benefits solutio

January 13, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 13, 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)

December 6, 2024 SC 13G/A

PGNY / Progyny, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GProgynyInc.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* (Name of Issuer) Progyny Inc (Title of Class of Securities) C

November 14, 2024 SC 13G/A

PGNY / Progyny, Inc. / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 progynysc13ga-093024.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 5)* Under the Securities Exchange Act of 1934 Progyny, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Titles of Class of Securities) 74340E103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this

November 12, 2024 EX-3.1

Second Amended and Restated Bylaws

Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF PROGYNY, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES SECTION 1. Registered Office. The registered office shall be established and maintained at the office of Corporation Service Company, Inc., in the City of Wilmington, County of New Castle, in the State of Delaware, and said corporation, or other such person or entity as the Board of Directors

November 12, 2024 EX-99.1

Progyny, Inc. Announces Third Quarter 2024 Results Sales Season Yields Over 80 New Clients, 1.1 Million New Covered Lives Selected by a Leading National Health Plan and a Regional Health Plan as Their Preferred Partner 1.5 Million Lives Adopt Newest

Exhibit 99.1 Progyny, Inc. Announces Third Quarter 2024 Results Sales Season Yields Over 80 New Clients, 1.1 Million New Covered Lives Selected by a Leading National Health Plan and a Regional Health Plan as Their Preferred Partner 1.5 Million Lives Adopt Newest Services in Maternity and/or Menopause Programs in 2025 NEW YORK, November 12, 2024 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Prog

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2024 Progyny, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number

November 8, 2024 SC 13G/A

PGNY / Progyny, Inc. / BlackRock, Inc. Passive Investment

SC 13G/A 1 us74340e1038110824.txt us74340e1038110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) Progyny, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 74340E103 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

October 18, 2024 SC 13G/A

PGNY / Progyny, Inc. / BlackRock, Inc. Passive Investment

SC 13G/A 1 us74340e1038101824.txt us74340e1038101824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) Progyny, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 74340E103 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

September 18, 2024 8-K

Financial Statements and Exhibits, Other Events

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): September 18, 2024 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

September 5, 2024 LETTER

LETTER

September 5, 2024 Peter Anevski Chief Executive Officer Progyny, Inc. 1359 Broadway, 2nd Floor New York, New York 10018 Re: Progyny, Inc. Definitive Proxy Statement on Schedule 14A Filed April 12, 2024 File No. 001-39100 Dear Peter Anevski: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosur

August 27, 2024 CORRESP

DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 www.dlapiper.com T 212.335.4500 F 212.335.4501 1 August 27, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Disclosure Review Program 100 F Street, N.E. Wa

DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 www.dlapiper.com T 212.335.4500 F 212.335.4501 1 August 27, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Disclosure Review Program 100 F Street, N.E. Washington, D.C. 20549 Attention: Conlon Danberg Daniel Crawford Re: Progyny, Inc. Definitive Proxy Statement on Schedule 14A Filed April 12, 2024 File

August 15, 2024 LETTER

LETTER

August 15, 2024 Peter Anevski Chief Executive Officer Progyny, Inc. 1359 Broadway, 2nd Floor New York, New York 10018 Re: Progyny, Inc. Definitive Proxy Statement on Schedule 14A Filed April 12, 2024 File No. 001-39100 Dear Peter Anevski: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comment(s). Please respond to this letter by p

August 12, 2024 EX-99.1

P L E A S E R E F E R T O S L I D E 2 F O R T H E S A F E H A R B O R L A N G U A G E R E G A R D I N G T H I S P R E S E N T A T I O N1 Progyny Investor Day August 2024 P L E A S E R E F E R T O S L I D E 2 F O R T H E S A F E H A R B O R L A N G U

P L E A S E R E F E R T O S L I D E 2 F O R T H E S A F E H A R B O R L A N G U A G E R E G A R D I N G T H I S P R E S E N T A T I O N1 Progyny Investor Day August 2024 P L E A S E R E F E R T O S L I D E 2 F O R T H E S A F E H A R B O R L A N G U A G E R E G A R D I N G T H I S P R E S E N T A T I O N2 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

August 12, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 12, 2024 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number)

August 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 6, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 6, 2024 Progyny, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

August 6, 2024 EX-99.1

Progyny, Inc. Announces Second Quarter 2024 Results Achieves Record Quarterly Adjusted EBITDA, Strong Cash Flow Conversion Rate Board Authorizes Repurchase of $100 Million of Common Stock

Exhibit 99.1 Progyny, Inc. Announces Second Quarter 2024 Results Achieves Record Quarterly Adjusted EBITDA, Strong Cash Flow Conversion Rate Board Authorizes Repurchase of $100 Million of Common Stock NEW YORK, August 6, 2024 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a transformative fertility, family building and women's health benefits solution, today announced

May 29, 2024 8-K

Submission of Matters to a Vote of Security Holders

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 23, 2024 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

May 22, 2024 8-K

Other Events

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 22, 2024 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

May 10, 2024 EX-10.1

Progyny, Inc. Executive Severance Plan

Exhibit 10.1 PROGYNY, INC. EXECUTIVE SEVERANCE PLAN Adopted May 9, 2024 I. INTRODUCTION AND ADMINISTRATION 1.1 Purpose. This Progyny, Inc. Executive Severance Plan (this “Plan”) is being adopted pursuant to the authorization of the Committee for the benefit of certain executives of the Company. This Plan is intended to provide severance benefits to certain executives who experience a Qualifying Te

May 10, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 9, 2024 8-K

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 9, 2024 Progyny, Inc. (Exact

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 9, 2024 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

May 9, 2024 EX-99.1

Progyny, Inc. Announces First Quarter 2024 Results Early Sales Activity and New Partnerships Provide Strong Start to Selling Season, Affirming Continued Demand for Fertility and Family Building Solutions

Exhibit 99.1 Progyny, Inc. Announces First Quarter 2024 Results Early Sales Activity and New Partnerships Provide Strong Start to Selling Season, Affirming Continued Demand for Fertility and Family Building Solutions NEW YORK, May 9, 2024 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a transformative fertility, family building and women's health benefits solution, to

April 12, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Onl

April 12, 2024 DEFA14A

DEFA14A

April 12, 2024 ARS

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39100 Progyny, Inc.

February 29, 2024 EX-97

Progyny, Inc. Policy for Recovery of Erroneously Awarded Compensation

Exhibit 97 PROGYNY, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION The Board of Directors (the “Board”) of Progyny, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of December 1, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 10. 1.Per

February 29, 2024 S-8

As filed with the Securities and Exchange Commission on February 29, 2024.

As filed with the Securities and Exchange Commission on February 29, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progyny, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2220139 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ

February 29, 2024 EX-4.6

Description of Capital Stock.

Exhibit 4.6 DESCRIPTION OF PROGYNY, INC. SECURITIES As of December 31, 2023, Progyny, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act: our common stock, par value $0.0001 per share. When we use the words “we,” “us,” “our” or the “Company,” we are referring to Progyny, Inc. The following description of our capital

February 29, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39

February 29, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) PROGYNY, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 2019 Equity Incentive Plan Equity Com

February 27, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 27, 2024 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number

February 27, 2024 EX-99.1

Progyny, Inc. Announces Fourth Quarter 2023 Results Reports Record Full Year Revenue of $1,088.6 Million, Reflecting 38% Growth Achieves 49% Growth in Adjusted EBITDA to Record $187.1 Million Issues Financial Guidance for 2024, Crossing the $1.3 Bill

Exhibit 99.1 Progyny, Inc. Announces Fourth Quarter 2023 Results Reports Record Full Year Revenue of $1,088.6 Million, Reflecting 38% Growth Achieves 49% Growth in Adjusted EBITDA to Record $187.1 Million Issues Financial Guidance for 2024, Crossing the $1.3 Billion Milestone at Midpoint NEW YORK, February 27, 2024 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a tran

February 14, 2024 SC 13G/A

PGNY / Progyny, Inc. / KLEINER PERKINS CAUFIELD & BYERS XIII, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm246036d5sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No: 3)* Progyny, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2023 (Date of Eve

February 14, 2024 EX-99.B

Page 13 of 13

EX-99.B 3 d748793dex99b.htm EX-99.B EXHIBIT B Powers of Attorney for Macquarie Group Limited incorporated by reference to 13G filings made by Macquarie Group Limited on June 7, 2023. Page 13 of 13

February 14, 2024 EX-99.A

Page 8 of 13

EX-99.A 2 d748793dex99a.htm EX-99.A EXHIBIT A AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS AGREEMENT made this [7th] day of FEBRUARY, 2024 by and between Delaware Funds by Macquarie,® Optimum Fund Trust and Macquarie ETF Trust listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectiv

February 14, 2024 SC 13G/A

PGNY / Progyny, Inc. / MACQUARIE GROUP LTD - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Progyny Inc (Name of Issuer) Common Shares (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

February 13, 2024 SC 13G/A

PGNY / Progyny, Inc. / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 progyny-sc13ga123123.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 4)* Under the Securities Exchange Act of 1934 Progyny, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Titles of Class of Securities) 74340E103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this

February 13, 2024 SC 13G/A

PGNY / Progyny, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Progyny Inc Title of Class of Securities: Common Stock CUSIP Number: 74340E103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

January 23, 2024 SC 13G/A

PGNY / Progyny, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us74340e1038012324.txt us74340e1038012324.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) Progyny, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 74340E103 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 7, 2023 EX-99.1

Progyny, Inc. Announces Third Quarter 2023 Results Record Quarterly Revenue of $280.9 Million, Reflecting 37% Growth Over the Prior Year Period Raises Full Year Revenue and Earnings Guidance Strong Sales Season Produces 1.3 Million New Covered Lives

Exhibit 99.1 Progyny, Inc. Announces Third Quarter 2023 Results Record Quarterly Revenue of $280.9 Million, Reflecting 37% Growth Over the Prior Year Period Raises Full Year Revenue and Earnings Guidance Strong Sales Season Produces 1.3 Million New Covered Lives NEW YORK, November 7, 2023 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a leading benefits management com

November 7, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2023 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number)

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 3, 2023 EX-99.1

Progyny, Inc. Announces Second Quarter 2023 Results Reports Record Quarterly Revenue of $279.4 Million, Reflecting 43% Growth Over the Prior Year Period Achieves Record Quarterly Operating Cash Flow of $76.0 Million Raises Full Year Revenue and Earni

Exhibit 99.1 Progyny, Inc. Announces Second Quarter 2023 Results Reports Record Quarterly Revenue of $279.4 Million, Reflecting 43% Growth Over the Prior Year Period Achieves Record Quarterly Operating Cash Flow of $76.0 Million Raises Full Year Revenue and Earnings Guidance Continuing to See Strong Employer Demand for Fertility and Family Building Solutions NEW YORK, August 3, 2023 /GlobeNewswire

August 3, 2023 8-K

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): August 3, 2023 Progyny, Inc. (Exa

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): August 3, 2023 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 26, 2023 8-K

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 24, 2023 Progyny, Inc. (Exact

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 24, 2023 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

May 8, 2023 EX-99.1

Progyny, Inc. Announces First Quarter 2023 Results Reports Record Quarterly Revenue of $258.4 Million, Reflecting 50% Growth Over the Prior Year Period Raises Full Year Revenue and Earnings Guidance Strong Demand Continues for Family Building Solutio

Exhibit 99.1 Progyny, Inc. Announces First Quarter 2023 Results Reports Record Quarterly Revenue of $258.4 Million, Reflecting 50% Growth Over the Prior Year Period Raises Full Year Revenue and Earnings Guidance Strong Demand Continues for Family Building Solutions as Affirmed by Healthy Utilization, Early Sales Activity and New Partnerships NEW YORK, May 8, 2023 /GlobeNewswire/ - Progyny, Inc. (N

May 8, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 8, 2023 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

April 14, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitte

April 14, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 pgnydefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission O

April 11, 2023 8-K

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): April 10, 2023 Progyny, Inc. (Exa

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): April 10, 2023 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

March 13, 2023 8-K

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): March 13, 2023 Progyny, Inc. (Exa

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): March 13, 2023 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

March 1, 2023 S-8

As filed with the Securities and Exchange Commission on March 1, 2023.

As filed with the Securities and Exchange Commission on March 1, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progyny, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2220139 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

March 1, 2023 EX-10.11

Employment Agreement between Progyny, Inc. and Allison Swartz dated October 27, 2022

Exhibit 10.11 October 26, 2022 Allison Swartz Via DocuSign Dear Allison: Congratulations! You are joining a great team at Progyny (“Progyny” or “Company”), a leading fertility benefits company that combines service, science, technology and data to provide fertility solutions for self- insured employers. This letter describes the terms and conditions of our offer of employment. 1.Position. You are

March 1, 2023 EX-4.6

Description of Capital Stock.

Exhibit 4.6 DESCRIPTION OF PROGYNY, INC. SECURITIES As of December 31, 2022, Progyny, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act: our common stock, par value $0.0001 per share. When we use the words “we,” “us,” “our” or the “Company,” we are referring to Progyny, Inc. The following description of our capital

March 1, 2023 10-K

he Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 1, 2023.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39

March 1, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) PROGYNY, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 2019 Equity Incentive Plan Equity Com

March 1, 2023 EX-10.14

Lease Agreement, dated as of February 25, 2022 by and between ESRT 1359 Broadway, LLC and Progyny, Inc.

Exhibit 10.14 This document and its provisions are the intellectual property of Empire State Realty Trust, Inc. and may not be reproduced without permission. © 2016 Empire State Realty Trust, Inc. All rights reserved. AGREEMENT OF LEASE ESRT 1359 BROADWAY, L.L.C., Landlord and PROGYNY, INC., Tenant Premises: Entire 2nd, 9th and 20th Floors and a portion of the 3rd Floor 1359 Broadway New York, New

February 27, 2023 8-K

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): February 27, 2023 Progyny, Inc. (

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): February 27, 2023 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number

February 27, 2023 EX-99.1

Progyny, Inc. Announces Fourth Quarter 2022 Results Reports Full Year Revenue of $786.9 Million, Reflecting 57% Growth Reports Record Quarterly Revenue and Operating Cash Flow of $214.3 Million and $51.5 Million, Respectively Issues Financial Guidanc

Exhibit 99.1 Progyny, Inc. Announces Fourth Quarter 2022 Results Reports Full Year Revenue of $786.9 Million, Reflecting 57% Growth Reports Record Quarterly Revenue and Operating Cash Flow of $214.3 Million and $51.5 Million, Respectively Issues Financial Guidance for 2023, Anticipates Crossing $1 Billion Revenue Milestone NEW YORK, February 27, 2023 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY)

February 14, 2023 EX-99.B

Page 11 of 11

EX-99.B 3 d441493dex99b.htm EX-99.B Exhibit B EXHIBIT B Powers of Attorney for Macquarie Group Limited and Macquarie Bank Limited incorporated by reference to 13G filings made by Macquarie Group Limited and Macquarie Bank Limited on May 25, 2021. Page 11 of 11

February 14, 2023 SC 13G/A

PGNY / Progyny Inc / ALGER ASSOCIATES INC - PROGYNY, INC. Passive Investment

Progyny, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Progyny, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 14, 2023 SC 13G/A

PGNY / Progyny Inc / MACQUARIE GROUP LTD - SC 13G/A Passive Investment

SC 13G/A 1 d441493dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Progyny Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 74340E103 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

February 14, 2023 EX-99.A

Page 8 of 11

EX-99.A 2 d441493dex99a.htm EX-99.A Exhibit A EXHIBIT A AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS AGREEMENT made this 2nd day of FEBRUARY, 2021 by and between Delaware Funds® by Macquarie listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectively referred to as the “parties”). W

February 10, 2023 SC 13G/A

PGNY / Progyny Inc / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* Under the Securities Exchange Act of 1934 Progyny, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Titles of Class of Securities) 74340E103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 9, 2023 SC 13G/A

PGNY / Progyny Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Progyny Inc. Title of Class of Securities: Common Stock CUSIP Number: 74340E103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

January 9, 2023 8-K

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): January 9, 2023 Progyny, Inc. (Ex

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): January 9, 2023 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number)

January 9, 2023 EX-99.1

Progyny to Discuss its Strong 2022 Financial Performance at Upcoming Investor Conference Anticipates Results to be at the High-End of its Previously Provided Financial Guidance Anticipates Reporting Record Fourth Quarter Operating Cash Flow of Approx

Exhibit 99.1 Progyny to Discuss its Strong 2022 Financial Performance at Upcoming Investor Conference Anticipates Results to be at the High-End of its Previously Provided Financial Guidance Anticipates Reporting Record Fourth Quarter Operating Cash Flow of Approximately $50 Million NEW YORK, January 9, 2023 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a leading bene

January 6, 2023 SC 13G/A

PGNY / Progyny Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us74340e1038010523.txt us74340e1038010523.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Progyny, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 74340E103 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

November 28, 2022 8-K

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): November 28, 2022 Progyny, Inc. (

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): November 28, 2022 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number

November 28, 2022 EX-99.1

Progyny Raises 2022 Financial Guidance Shipments of Key Fertility Medication Have Resumed

Exhibit 99.1 Progyny Raises 2022 Financial Guidance Shipments of Key Fertility Medication Have Resumed NEW YORK, November 28, 2022 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progyny” or the “Company”), a leading benefits management company specializing in fertility and family building benefits solutions, today announced that it is raising its financial guidance for the fourth quarter and ful

November 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 3, 2022 EX-99.1

Progyny, Inc. Announces Third Quarter 2022 Results Receives Record Number of New Client Commitments in Selling Season Reports Record Quarterly Revenue of $205.4 Million, Reflecting 68% Growth Over the Prior Year Period Raises Full Year 2022 Guidance,

Exhibit 99.1 Progyny, Inc. Announces Third Quarter 2022 Results Receives Record Number of New Client Commitments in Selling Season Reports Record Quarterly Revenue of $205.4 Million, Reflecting 68% Growth Over the Prior Year Period Raises Full Year 2022 Guidance, Reflecting Fourth Quarter Revenue Growth of 59% to 67% NEW YORK, November 3, 2022 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY) (“Progy

November 3, 2022 8-K

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): November 3, 2022 Progyny, Inc. (E

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): November 3, 2022 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number)

September 1, 2022 8-K

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

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): August 30, 2022 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number)

August 5, 2022 EX-10.1

Amended and Restated Employment Agreement between Progyny, Inc. and Mark Livingston dated June 7, 2022

Exhibit 10.1 As of June 7, 2022 Mark Livingston Via DocuSign [email protected] Dear Mark: This letter agreement (this ?Agreement?) confirms the terms and conditions of your ongoing employment with Progyny, Inc. (?Progyny? or the ?Company?) and replaces your previous employment letter dated September 15, 2020 (the ?Prior Agreement?). This Agreement will be effective as of June 7, 2022 (th

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 4, 2022 EX-99.1

Progyny, Inc. Announces Second Quarter 2022 Results Reports Record Quarterly Revenue of $195.0 Million, Reflecting 52% Growth Over the Prior Year Period Seeing Strong Employer Demand for Fertility and Family Building Benefit Solutions Raises Lower En

Exhibit 99.1 Progyny, Inc. Announces Second Quarter 2022 Results Reports Record Quarterly Revenue of $195.0 Million, Reflecting 52% Growth Over the Prior Year Period Seeing Strong Employer Demand for Fertility and Family Building Benefit Solutions Raises Lower End of Full Year 2022 Guidance Ranges Issues Revenue Guidance of $190.0 to $197.0 Million for the Third Quarter, Reflecting Growth of 55% t

August 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2022 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 27, 2022 8-K

Submission of Matters to a Vote of Security Holders

? 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 25, 2022 Progyny, Inc. (Exact name of Registrant as Specified in Charter) ? ? ? Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 6, 2022 EX-10.1

Amended and Restated Employment Agreement between Progyny, Inc. and David Schlanger, dated December 23, 2021

Exhibit 10.1 ? ? December 17, 2021 ? David Schlanger c/o Progyny, Inc. 1359 Broadway, 2nd Fl New York, NY 10018 ? Re:Amended and Restated Employment Agreement with Progyny, Inc. ? Dear David: ? This letter agreement (this ?Agreement?) confirms the terms and conditions of your ongoing employment with Progyny, Inc. (?Progyny? or the ?Company?), and replaces your previous employment letter dated Dece

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 6, 2022 EX-10.3

Amended and Restated Employment Agreement between Progyny, Inc. and Michael Sturmer dated December 23, 2021

Exhibit 10.3 ? ? December 17, 2021 ? Michael Sturmer c/o Progyny, Inc. 1359 Broadway, 2nd Fl New York, NY 10018 ? RE: Amended and Restated Michael Sturmer Employment Agreement ? Dear Michael: ? This letter agreement (?Agreement?) confirms the terms and conditions of your ongoing employment with Progyny, Inc. (?Progyny? or ?Company?) and replaces your previous employment letter dated January 14, 20

May 6, 2022 EX-10.2

Amended and Restated Employment Agreement between Progyny, Inc. and Peter Anevski, dated December 23, 2021.

Exhibit 10.2 ? ? December 17, 2021 ? Pete Anevski c/o Progyny, Inc. 1359 Broadway, 2nd Fl New York, NY 10018 ? Re:Amended and Restated Employment Agreement with Progyny, Inc. ? Dear Pete: ? This letter agreement (this ?Agreement?) confirms the terms and conditions of your ongoing employment with Progyny, Inc. (?Progyny? or the ?Company?), and replaces your previous employment letter dated December

May 5, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2022 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

May 5, 2022 EX-99.1

Progyny, Inc. Announces First Quarter 2022 Results Reports Record Revenue of $172.2 Million, Reflecting 41% Growth Over the Prior Year Period Raises Lower End of Full Year 2022 Guidance Ranges Issues Revenue Guidance of $188.0 to $193.0 Million for t

Exhibit 99.1 Progyny, Inc. Announces First Quarter 2022 Results Reports Record Revenue of $172.2 Million, Reflecting 41% Growth Over the Prior Year Period Raises Lower End of Full Year 2022 Guidance Ranges Issues Revenue Guidance of $188.0 to $193.0 Million for the Second Quarter, Reflecting Growth of 46% to 50% Early Season Sales Activity Affirms Progyny’s Continued Momentum as the Provider of Ch

April 14, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 14, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?????? ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as

April 6, 2022 8-K

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

? 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): April 2, 2022 Progyny, Inc. (Exact name of Registrant as Specified in Charter) ? ? ? Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Nu

March 2, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) PROGYNY, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 2019 Equity Incentive Plan Equity Com

March 2, 2022 S-8

As filed with the Securities and Exchange Commission on March 2, 2022.

As filed with the Securities and Exchange Commission on March 2, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progyny, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2220139 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

March 1, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 1, 2022 EX-21.1

List of Subsidiaries.

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY NameJurisdiction of Organization Progyny, Inc.Delaware, U.S.A ? The following is a list of significant subsidiaries of Progyny, Inc.: NameJurisdiction of Organization Progyny Fertility Purchasing, LLCDelaware, U.S.A

February 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 28, 2022 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number

February 28, 2022 EX-99.1

Progyny, Inc. Announces Fourth Quarter and Full Year 2021 Results Issues Guidance for 2022, Reflecting 50% Revenue Growth at Midpoint of the Range Reports Full Year Revenue of $500.6 Million, Reflecting 45% Growth Reports Fourth Quarter Revenue of $1

Exhibit 99.1 ? Progyny, Inc. Announces Fourth Quarter and Full Year 2021 Results Issues Guidance for 2022, Reflecting 50% Revenue Growth at Midpoint of the Range Reports Full Year Revenue of $500.6 Million, Reflecting 45% Growth Reports Fourth Quarter Revenue of $127.6 Million, Reflecting 27% Growth ? NEW YORK, February 28, 2021 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY), a leading benefits ma

February 14, 2022 SC 13G

PGNY / Progyny Inc / ALGER ASSOCIATES INC - PROGYNY, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Progyny, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

February 14, 2022 SC 13G/A

PGNY / Progyny Inc / MACQUARIE GROUP LTD - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Progyny Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 11, 2022 SC 13G/A

PGNY / Progyny Inc / KLEINER PERKINS CAUFIELD & BYERS XIII, LLC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No: 2)* Progyny, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statemen

February 11, 2022 SC 13G/A

PGNY / Progyny Inc / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Progyny, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Titles of Class of Securities) 74340E103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 10, 2022 SC 13G

PGNY / Progyny Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Progyny Inc. Title of Class of Securities: Common Stock CUSIP Number: 74340E103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1

February 4, 2022 SC 13G

PGNY / Progyny Inc / BlackRock Inc. Passive Investment

us74340e1038020422.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Progyny, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 74340E103 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

November 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number: 001-39100 Progyny, Inc.

November 4, 2021 EX-99.1

Progyny, Inc. Announces Third Quarter 2021 Results Record Number of New Clients and New Covered Lives Added for 2022 Reports Third Quarter Revenue of $122.3 Million; Expects Full Year 2021 Revenue Growth Between 47% and 49% Expects Full Year 2022 Rev

Exhibit 99.1 ? Progyny, Inc. Announces Third Quarter 2021 Results Record Number of New Clients and New Covered Lives Added for 2022 Reports Third Quarter Revenue of $122.3 Million; Expects Full Year 2021 Revenue Growth Between 47% and 49% Expects Full Year 2022 Revenue Growth of Approximately 50% David Schlanger to Become Executive Chairman and Pete Anevski Named CEO Effective in 2022 ? NEW YORK,

November 4, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

? 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): November 4, 2021 Progyny, Inc. (Exact name of Registrant as Specified in Charter) ? ? ? Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File

August 6, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number: 001-39100 Progyny, Inc.

August 5, 2021 EX-99.1

Progyny, Inc. Announces Second Quarter 2021 Results Reports Record Second Quarter Revenue of $128.7 Million, Reflecting 99% Growth Achieving Record Sales Momentum – Demand Among Prospective Accounts Returns to Pre-COVID Levels

Exhibit 99.1 ? Progyny, Inc. Announces Second Quarter 2021 Results Reports Record Second Quarter Revenue of $128.7 Million, Reflecting 99% Growth Achieving Record Sales Momentum ? Demand Among Prospective Accounts Returns to Pre-COVID Levels ? NEW YORK, August 5, 2021 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY), a leading benefits management company specializing in fertility and family building

August 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? 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): August 5, 2021 Progyny, Inc. (Exact name of Registrant as Specified in Charter) ? ? ? Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File N

June 4, 2021 8-K

Submission of Matters to a Vote of Security Holders

? 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): June 2, 2021 Progyny, Inc. (Exact name of Registrant as Specified in Charter) ? ? ? Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 10, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Progyny, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) April 30, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Progyny, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74340E103 (CUSIP Number) April 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

May 7, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number: 001-39100 Progyny, Inc.

May 6, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? 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 6, 2021 Progyny, Inc. (Exact name of Registrant as Specified in Charter) ? ? ? Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Numb

May 6, 2021 EX-99.1

Progyny, Inc. Announces First Quarter 2021 Results Reports Record First Quarter Revenue of $122.1 Million, Reflecting 51% Growth Issues Revenue Guidance of $126.0 to $131.0 Million for the Second Quarter of 2021, Reflecting Growth of 95% to 103% Cont

Exhibit 99.1 ? Progyny, Inc. Announces First Quarter 2021 Results Reports Record First Quarter Revenue of $122.1 Million, Reflecting 51% Growth Issues Revenue Guidance of $126.0 to $131.0 Million for the Second Quarter of 2021, Reflecting Growth of 95% to 103% Continues to Demonstrate Leverage in Operating Model Through Increased Profitability NEW YORK, May 6, 2021 /GlobeNewswire/ - Progyny, Inc.

April 22, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

April 22, 2021 DEF 14A

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permit

March 2, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PROGYNY, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PROGYNY, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74340E103 (CUSIP Number) David Schlanger c/o Progyny, Inc. 1359 Broadway New York, New York (212) 888-3124 (Name, Address and Telephone Number of Perso

March 2, 2021 S-8

March 2, 2021 (File No. 333-253787)

As filed with the Securities and Exchange Commission on March 2, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progyny, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2220139 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

March 2, 2021 EX-1

Form of 10b5-1 Trading Plan.

EX-1 2 tm218333d1ex1.htm EXHIBIT 1 Exhibit 1 Sales Plan Sales Plan, adopted (the “Sales Plan”, and such date the “Adoption Date”), between David Schlanger (“Seller”) and J.P. Morgan Securities LLC (“JPMS”). The purpose of this Sales Plan is to achieve the investment objectives of broader diversification of investments, while reducing the risk of over concentration in a particular investment. RECIT

March 1, 2021 EX-10.11

Amended and Restated Employment Agreement between Progyny, Inc. and Mark Livingston dated September 15, 2020.

Exhibit 10.11 As of September 15, 2020 ? Mark Livingston Via DocuSign ? Dear Mark: ? This letter agreement (this ?Agreement?) confirms the terms and conditions of your ongoing employment with Progyny, Inc. (?Progyny? or the ?Company?) and replaces your previous employment letter dated May 24, 2019 (the ?Prior Agreement?). This Agreement will be effective as of September 15, 2020 (the ?Effective Da

March 1, 2021 EX-10.4

Amendment No. 1 to the Progyny, Inc. 2017 Equity Incentive Plan.

Exhibit 10.4 AMENDMENT NO.1 TO THE 2017 EQUITY INCENTIVE PLAN This AMENDMENT NO.1 TO THE 2017 EQUITY INCENTIVE PLAN (this ?Amendment?) is approved and adopted by the Compensation Committee (the ?Committee?) of the Board of Directors of Progyny, Inc., a Delaware corporation (the ?Company?), as of December 17, 2020 (the ?Effective Date?). WHEREAS: (A) The Company has previously made Awards to Partic

March 1, 2021 EX-10.12

Employment Agreement between Progyny, Inc. and Jennifer Bealer dated September 8, 2017.

Exhibit 10.12 September 8, 2017 ? Jennifer Bealer Via DocuSign ? Dear Jen: ? Congratulations! You are joining a great team at Progyny, a leading fertility benefits company that combines service, science, technology and data to provide fertility solutions for self-insured employers. ? As part of that growth, it is my pleasure to offer you the position of Senior Vice President, General Counsel. If y

March 1, 2021 10-K

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number: 001-39100 Progyny, Inc.

March 1, 2021 EX-10.6

Amendment No. 1 to the Progyny, Inc. 2019 Equity Incentive Plan.

Exhibit 10.6 AMENDMENT NO. 1 TO THE 2019 EQUITY INCENTIVE PLAN This AMENDMENT NO. 1 TO THE 2019 EQUITY INCENTIVE PLAN (this ?Amendment?) is approved and adopted by the Compensation Committee (the ?Committee?) of the Board of Directors of Progyny, Inc., a Delaware corporation (the ?Company?), as of December 17, 2020 (the ?Effective Date?). WHEREAS: (A) The Company grants Awards to Participants unde

March 1, 2021 EX-10.13

Employment Agreement between Progyny, Inc. and Lisa Greenbaum dated April 19, 2019.

Exhibit 10.13 ? April 19, 2019 Lisa Greenbaum Via DocuSign Dear Lisa: Congratulations! You are joining a great team at Progyny, a leading fertility benefits company that combines service, science, technology and data to provide fertility solutions for self-insured employers. As part of that growth, it is my pleasure to offer you the position of Executive Vice President, Chief Client Officer. If yo

February 24, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? 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): February 24, 2021 Progyny, Inc. (Exact name of Registrant as Specified in Charter) ? ? ? Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 24, 2021 EX-99.1

Progyny, Inc. Announces Fourth Quarter and Full Year 2020 Results Reports Record Fourth Quarter Revenue of $100.3 Million Issues Revenue Guidance of $520.0 to $540.0 Million for 2021, Reflecting Growth of 51% to 57%

Exhibit 99.1 Progyny, Inc. Announces Fourth Quarter and Full Year 2020 Results Reports Record Fourth Quarter Revenue of $100.3 Million Issues Revenue Guidance of $520.0 to $540.0 Million for 2021, Reflecting Growth of 51% to 57% NEW YORK, February 24, 2021 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY), a leading benefits management company specializing in fertility and family building benefits so

February 16, 2021 SC 13G/A

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Progyny, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Progyny, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 31, 20

Progyny, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Progyny, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 16, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No: 1)* Progyny, Inc. (Name o

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No: 1)* Progyny, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statemen

February 12, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Progyny Inc. (Name of Issuer) Common Shares (Title of Class of Securities) (CUSIP Number) December 31, 2

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Progyny Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Progyny, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Progyny, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) December 31, 2020 74340E 103 (CUSIP Number) (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Progyny, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Titles of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Progyny, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Titles of Class of Securities) 74340E103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 4, 2021 SC 13G/A

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Progyny, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

November 18, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

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): November 16, 2020 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number

November 6, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39100 Progyny, Inc.

November 5, 2020 EX-99.1

Progyny, Inc. Announces Third Quarter 2020 Results Reports Record Third Quarter Revenue of $98.9 Million Raises Revenue Guidance to $340.0 to $345.0 Million for Full Year 2020, Reflecting Growth of 48% to 50% Affirms Preliminary View of a Minimum of

Exhibit 99.1 Progyny, Inc. Announces Third Quarter 2020 Results Reports Record Third Quarter Revenue of $98.9 Million Raises Revenue Guidance to $340.0 to $345.0 Million for Full Year 2020, Reflecting Growth of 48% to 50% Affirms Preliminary View of a Minimum of $525 Million in 2021 Revenue NEW YORK, November 5, 2020 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY), a leading benefits management com

November 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): November 5, 2020 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number)

September 9, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

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): September 9, 2020 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number

September 9, 2020 EX-99.1

Progyny, Inc. Promotes Seasoned Executive Mark Livingston to Chief Financial Officer Livingston Will Continue Reporting to Pete Anevski, Progyny’s President and Chief Operating Officer

Exhibit 99.1 Progyny, Inc. Promotes Seasoned Executive Mark Livingston to Chief Financial Officer Livingston Will Continue Reporting to Pete Anevski, Progyny’s President and Chief Operating Officer NEW YORK, September 9, 2020 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY), a leading benefits management company specializing in fertility and family building benefits solutions in the United States, t

August 10, 2020 EX-10.1

Amendments to Loan and Security Agreement, dated as of June 8, 2018, between Silicon Valley Bank and Registrant.

Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this "Amendment") is entered into this day of April, 2019, by and between Silicon Valley Bank ("Bank") and PROGYNY, INC., a Delaware corporation ("Borrower"). RECITALS A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of June 8, 2018 (as the same m

August 10, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39100 Progyny, Inc.

August 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2020 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

August 5, 2020 EX-99.1

Progyny, Inc. Announces Second Quarter 2020 Results Reports Second Quarter Revenue of $64.6 Million Patient Return to Treatment Faster Than Expected Issues Revenue Guidance of $323.0 to $340.0 Million for Full Year 2020, Reflecting Growth of 41% to 4

Exhibit 99.1 Progyny, Inc. Announces Second Quarter 2020 Results Reports Second Quarter Revenue of $64.6 Million Patient Return to Treatment Faster Than Expected Issues Revenue Guidance of $323.0 to $340.0 Million for Full Year 2020, Reflecting Growth of 41% to 48% Issues Revenue Guidance of $88.0 to $95.0 Million for the Third Quarter of 2020, Reflecting Growth of 44% to 55% NEW YORK, August 5, 2

June 4, 2020 8-K

Submission of Matters to a Vote of Security Holders

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): June 2, 2020 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

May 14, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39100 Progyny, Inc.

May 12, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 12, 2020 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27‑2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

May 12, 2020 EX-99.1

Progyny, Inc. Announces First Quarter 2020 Results Company Well-Positioned to Successfully Manage COVID-Related Impacts Reports 72% Increase in First Quarter Revenue to $81.0 Million Reports $12.1 Million in Quarterly Operating Cash Flow, Adding to i

Exhibit 99.1 Progyny, Inc. Announces First Quarter 2020 Results Company Well-Positioned to Successfully Manage COVID-Related Impacts Reports 72% Increase in First Quarter Revenue to $81.0 Million Reports $12.1 Million in Quarterly Operating Cash Flow, Adding to its Already Strong Balance Sheet NEW YORK, May 12, 2020 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY), a leading benefits management comp

April 22, 2020 DEFA14A

PGNY / Progyny, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

April 22, 2020 DEF 14A

PGNY / Progyny, Inc. DEF 14A - - DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

April 8, 2020 8-K

Regulation FD Disclosure

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): April 8, 2020 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

March 18, 2020 EX-99.1

Progyny, Inc. Provides Update on Impact of COVID-19

Exhibit 99.1 Progyny, Inc. Provides Update on Impact of COVID-19 NEW YORK, March 18, 2020 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY), a leading benefits management company specializing in fertility and family building benefits solutions in the United States, today provided an update on the impact of the COVID-19 pandemic on its business. As part of its commitment to flatten the curve of COVID-

March 18, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 18, 2020 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

March 11, 2020 S-8

March 10, 2020 (File No. 333-237072)

As filed with the Securities and Exchange Commission on March 10, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progyny, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2220139 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

March 10, 2020 EX-4.6

Description of Capital Stock.

Exhibit 4.6 DESCRIPTION OF PROGYNY, INC. SECURITIES As of December 31, 2019, Progyny, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act: our common stock, par value $0.0001 per share. When we use the words “we,” “us,” “our” or the “Company,” we are referring to Progyny, Inc. The following description of our capital

March 10, 2020 10-K

PGNY / Progyny, Inc. 10-K - Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39100 Progyny, Inc.

March 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 5, 2020 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

March 5, 2020 EX-99.1

Progyny, Inc. Announces Fourth Quarter and Full Year 2019 Results Reports 118% Increase in 2019 Revenue to $229.7 Million Issues Revenue Guidance of $395.0 to $415.0 Million for 2020, Reflecting Growth of 72% to 81% Issues Revenue Guidance of $89.0 t

EXHIBIT 99.1 Progyny, Inc. Announces Fourth Quarter and Full Year 2019 Results Reports 118% Increase in 2019 Revenue to $229.7 Million Issues Revenue Guidance of $395.0 to $415.0 Million for 2020, Reflecting Growth of 72% to 81% Issues Revenue Guidance of $89.0 to $94.0 Million for the First Quarter of 2020 NEW YORK, March 5, 2020 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY), a leading benefits

February 14, 2020 SC 13G

PGNY / Progyny, Inc. / GLAXOSMITHKLINE PLC - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Progyny, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) December 31, 2019 74340E 103 (CUSIP Number) (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

February 13, 2020 SC 13G

PGNY / Progyny, Inc. / TPG Group Holdings (SBS) Advisors, Inc. - ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Progyny, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Titles of Class of Securities) 74340E103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

February 13, 2020 SC 13G

PGNY / Progyny, Inc. / KLEINER PERKINS CAUFIELD & BYERS XIII, LLC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Progyny, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement

February 12, 2020 8-K

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

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): February 11, 2020 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number

February 11, 2020 SC 13G

PGNY / Progyny, Inc. / Merck Kgaa - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Progyny, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74340E103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

December 6, 2019 10-Q

PGNY / Progyny, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39100 Progyny, Inc.

December 4, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2019 Progyny, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Number)

December 4, 2019 EX-99.1

Progyny, Inc. Announces Third Quarter 2019 Results Reports 120% Increase in Third Quarter Revenue to $61.2 Million Issues Revenue Guidance of $65.0 to $66.5 Million for the Fourth Quarter of 2019 2019 Selling Season Concludes with Commitments from Re

EXHIBIT 99.1 Progyny, Inc. Announces Third Quarter 2019 Results Reports 120% Increase in Third Quarter Revenue to $61.2 Million Issues Revenue Guidance of $65.0 to $66.5 Million for the Fourth Quarter of 2019 2019 Selling Season Concludes with Commitments from Record Number of New Clients NEW YORK, December 4, 2019 /GlobeNewswire/ - Progyny, Inc. (Nasdaq: PGNY), a leading benefits management compa

October 31, 2019 EX-3.1

Amended and Restated Certificate of Incorporation of Progyny, Inc.

Exhibit 3.1 PROGYNY, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PROGYNY, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows: FIRST: The name of the Company is Progyny, Inc. SECOND: The Company was originally formed as a corporation organized under the jurisdiction of the State of Delaware on April 3, 2008 u

October 31, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): October 29, 2019 Progyny, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39100 27-2220139 (State or Other Jurisdiction of Incorporation) (Commission File Num

October 25, 2019 S-8

October 25, 2019 (File No. 333-234342)

As filed with the Securities and Exchange Commission on October 25, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progyny, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2220139 (State or other jurisdiction of incorporation or organization) (I.R.S. Employe

October 25, 2019 EX-99.2

Progyny, Inc. 2017 Equity Incentive Plan and forms of agreements thereunder.

Exhibit 99.2 PROGYNY, INC. 2017 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 12, 2017 APPROVED BY THE STOCKHOLDERS: JUNE 15, 2017 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 1, 2018 APPROVED BY THE STOCKHOLDERS: FEBRUARY 6, 2018 APPROVED BY THE BOARD OF DIRECTORS: NOVEMBER 6, 2018 APPROVED BY THE STOCKHOLDERS: OCTOBER 12, 2019 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 27, 2019 A

October 25, 2019 424B4

10,000,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Number 333-233965 Prospectus 10,000,000 Shares Common Stock This is the initial public offering of shares of common stock of Progyny, Inc.

October 24, 2019 CERT

CERT

The Nasdaq Stock Market LLC · 805 King Farm Blvd. · Rockville, MD 20850 · USA · www.nasdaq.com William Slattery, CFA Vice President Listing Qualifications By Electronic Mail October 24, 2019 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on October 22, 2019 The Nasdaq Stock M

October 22, 2019 CORRESP

PGNY / Progyny, Inc. CORRESP - -

Progyny, Inc. 245 5th Avenue New York, New York 10016 October 22, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Beverages, Apparel and Mining 100 F Street, N.E. Washington, D.C. 20549 Attention: Pam Howell, Special Counsel Ruairi Regan, Staff Attorney Rufus Decker, Accounting Branch Chief Steve Lo, Staff Accountant RE: Progyny, Inc. Registration Statement o

October 22, 2019 CORRESP

PGNY / Progyny, Inc. CORRESP - -

J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 BofA Securities, Inc. One Bryant Park New York, New York 10036 October 22, 2019 Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Pam Howell, Special Counsel Ruairi Regan, St

October 22, 2019 8-A12B

Form 8-A filed on October 22, 2019 (File No. 001-39100)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Progyny, Inc.

October 15, 2019 EX-4.1

Form of common stock certificate

Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . COMMON STOCK PAR VALUE $0.0001 COMMON STOCK Certificate Number ZQ00000000 Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * PROGYNY, NYC INCOR

October 15, 2019 EX-99.3

Consent of Cheryl Scott, as director nominee.

Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Progyny, Inc., the undersigned hereby consents to being named and described as a person who will become a director of Progyny, Inc. in the Registrati

October 15, 2019 EX-4.3

Form of 2014 Preferred Stock Warrant.

Exhibit 4.3 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. AUXOGYN, INC. W

October 15, 2019 EX-4.2

Form of 2013 Preferred Stock Warrant.

Exhibit 4.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. AUXOGYN, INC. W

October 15, 2019 EX-99.2

Consent of Jeff Park, as director nominee.

Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Progyny, Inc., the undersigned hereby consents to being named and described as a person who will become a director of Progyny, Inc. in the Registrati

October 15, 2019 EX-10.4

Progyny, Inc. 2019 Equity Incentive Plan and forms of agreements thereunder.

Exhibit 10.4 PROGYNY, INC. 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: OCTOBER 12, 2019 APPROVED BY THE STOCKHOLDERS: OCTOBER 12, 2019 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) the Prior Plan Available Res

October 15, 2019 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 PROGYNY, INC. [?] Shares of Common Stock Underwriting Agreement [?], 2019 J.P. Morgan Securities LLC BofA Securities, Inc. Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Goldman Sachs & Co.

October 15, 2019 EX-4.5

Warrant to Purchase Stock issued to Silicon Valley Bank dated October 9, 2013.

Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTA

October 15, 2019 S-1/A

As filed with the Securities and Exchange Commission on October 15, 2019.

Table of Contents As filed with the Securities and Exchange Commission on October 15, 2019.

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