Welcome to our dedicated page for Progyny SEC filings (Ticker: PGNY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Progyny, Inc. (PGNY) SEC filings page on Stock Titan provides direct access to the company’s official U.S. Securities and Exchange Commission documents, along with AI-powered summaries to help interpret the information. Progyny’s common stock is registered under Section 12(b) of the Exchange Act and trades on the Nasdaq Global Select Market, so its filings include annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, among others.
For a benefits management company in the healthcare plans sector, annual reports (Form 10-K) and quarterly reports (Form 10-Q) are key sources for understanding revenue from fertility benefit services and pharmacy benefit services, client and member metrics, risk factors, and management’s discussion of operations. AI summaries can highlight how Progyny describes its women’s health and family building solutions, its clinical networks, and the factors that influence utilization and margins.
Current reports on Form 8-K document material events such as quarterly earnings releases, the entry into a revolving credit facility, and executive leadership changes. For example, recent 8-K filings reference financial results for specific quarters, the establishment of a $200 million revolving credit facility under a Credit Agreement, and the planned cessation of employment of the company’s president along with a consulting arrangement. AI analysis can surface the sections that describe these events, summarize their implications, and point to related exhibits.
Investors and analysts interested in executive arrangements, capital structure, and financing can use this page to review disclosures about the revolving credit facility, guarantees by subsidiaries, and covenants such as leverage and interest coverage ratios, as described in the July 1, 2025 Form 8-K. Over time, filings also provide context on stock repurchase authorizations, share-based compensation, and other capital priorities.
The filings page also makes it easier to monitor risk disclosures and regulatory language. Progyny’s safe harbor statements and risk factor summaries discuss competition, client retention, utilization variability, regulatory changes, data security, relationships with providers and pharmacy partners, and other issues that can affect results. With real-time updates from EDGAR and AI-generated explanations, users can quickly locate the most relevant sections of long documents, whether they are reviewing a 10-K, a 10-Q, or a Form 4 related to insider transactions.
Progyny, Inc. is soliciting proxies for its 2026 Annual Meeting to be held virtually on May 21, 2026. The record date is March 27, 2026, when 78,328,997 shares of common stock were outstanding. Stockholders will vote on: (1) election of three Class I directors (Lloyd Dean, Kevin Gordon, Cheryl Scott); (2) ratification of Ernst & Young LLP as independent auditor for the year ending December 31, 2026; (3) an advisory (non-binding) say-on-pay vote on named executive officer compensation; (4) approval of an amendment to the Certificate of Incorporation to eliminate certain supermajority voting requirements; and (5) approval of an amendment to eliminate the default supermajority voting requirement for certain business combinations. The proxy materials and the Annual Report for fiscal year ended December 31, 2025 are available at the URL provided in the notice. Voting instructions, quorum rules, broker vote treatment, and methods to revoke or change a proxy are described in the proxy statement.
Progyny Inc disclosure: The Vanguard Group filed Amendment No. 5 to a Schedule 13G/A reporting 0 shares beneficially owned, representing 0% of Progyny's common stock. The filing explains an internal realignment effective January 12, 2026, causing certain Vanguard subsidiaries to report holdings separately.
Progyny, Inc. Chief Product Officer Geoffrey Clapp reported a routine share disposition related to taxes rather than an open-market trade. On March 17, 2026, 3,275 shares of common stock were withheld at $17.42 per share to cover withholding taxes upon the vesting of restricted stock units. Following this tax-withholding event, Clapp directly held 60,647 shares of Progyny common stock.
Progyny, Inc. reported that it has entered into a proposed settlement of a stockholder derivative action in New York state court that challenged historical compensation practices for its non-employee directors. The company has issued a Notice of Pendency of Settlement of Derivative Action.
Under the settlement, Progyny will adopt corporate governance reforms for at least four years, including a new director compensation policy. Non-employee directors’ annual compensation will be capped at a cash award of up to $48,000 and an equity award of up to $240,000, for a total Annual Award not exceeding $288,000 per director, plus specified additional cash retainers for certain leadership roles.
The settlement provides only corporate governance benefits; stockholders will not receive direct monetary payments. Subject to court approval, Progyny and/or its insurers will pay $450,000 in attorneys’ fees and expenses to plaintiff’s counsel. A settlement hearing is scheduled for May 28, 2026, at 11 a.m. on Microsoft Teams, where the court will consider approval of the settlement, the fee request, and dismissal of the action with prejudice.
Progyny, Inc. executive vice president and general counsel Allison Swartz reported two stock transactions involving the company’s common stock. On March 4, 2026, 339 shares were withheld at $17.52 per share to cover withholding taxes upon the vesting of restricted stock units granted to her.
That same day, she sold 599 shares in an open-market transaction at $17.54 per share, executed under a pre-established Rule 10b5-1 trading plan entered into on May 13, 2025. After these transactions, she directly held 88,941 shares of Progyny common stock.
Progyny, Inc. chief financial officer Mark S. Livingston reported a small tax-related share disposition tied to equity compensation. On March 4, 2026, 339 shares of Progyny common stock were withheld at $17.52 per share to cover withholding taxes upon the vesting of his restricted stock units, rather than being sold in an open-market transaction. After this withholding, he directly owned 87,338 common shares of Progyny. This type of Form 4 event reflects routine administration of stock-based compensation rather than a discretionary buy or sell decision.
Progyny, Inc. reported that Chief Product Officer Geoffrey Clapp received new equity awards on March 2, 2026. He acquired stock-based incentives covering 51,373 shares of common stock underlying restricted stock units and a separate grant of 35,228 shares of common stock at no purchase price.
According to the grant terms, 33% of each award will vest on the first anniversary of the grant date, with the remaining portions vesting in quarterly installments through the third anniversary, subject to his continued service. These awards are described as annual merit grants under Progyny's 2019 Equity Incentive Plan.
Progyny, Inc. Chief Operating Officer Melissa B. Cummings reported new equity awards. She received a grant of stock options for 66,289 shares of common stock at no exercise cost in this report, recorded as a derivative security.
She also received 45,454 shares of common stock in the form of restricted stock units under Progyny’s 2019 Equity Incentive Plan. For each grant, 33% vests on the first anniversary of the March 2 grant date, with the remaining portion vesting in quarterly installments through the third anniversary, as long as she continues in service.
Progyny, Inc. EVP and General Counsel Allison Swartz reported multiple equity transactions in Progyny (PGNY) stock. On March 2, 2026, she received an annual merit grant of 28,409 shares of common stock and 41,430 stock options under the 2019 Equity Incentive Plan. These awards vest 33% on the first anniversary of the grant date, with the remainder vesting quarterly through the third anniversary, contingent on continued service. That same day, 1,551 shares were withheld at $17.69 per share to cover taxes on RSU vesting, and 2,199 shares were sold at $17.27 per share under a Rule 10b5-1 trading plan. On March 3, 2026, an additional 2,842 shares were withheld for taxes at $17.60 per share, and 500 shares and 4,157 shares were sold at $17.396 and $17.40 per share, respectively, also under the 10b5-1 plan. Following these transactions, she held 89,879 shares of common stock directly.
Progyny, Inc.’s chief financial officer Mark S. Livingston reported a mix of equity grants and related tax withholdings. He received a grant of 45,454 shares of common stock as restricted stock units and a separate stock option for 66,289 shares, both as annual merit awards under the 2019 Equity Incentive Plan. In connection with RSU vesting, the company withheld 4,579 shares on one date and 181 shares on another date at prices around $17.60–$17.69 per share to cover tax obligations, leaving him with 87,677 common shares directly owned after the larger withholding transaction.