PGNY / Progyny, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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

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

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

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”

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

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) (

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

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

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

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

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

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

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

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

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

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”

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

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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

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

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;

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

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

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

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

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

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

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

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)

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)

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

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

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

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

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

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

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

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

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)

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.

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

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

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) (

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

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

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

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

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

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

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

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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

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

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

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

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

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

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

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

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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

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

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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

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

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

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

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

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)

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

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

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) (

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

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

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

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

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

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

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) (

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) (

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

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

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

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

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

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

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)

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

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

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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

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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

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

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

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

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)

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

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

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

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

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)

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

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)

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

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

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) (

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

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

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

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

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

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

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

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

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

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

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)

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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,

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

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.

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

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

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

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

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.

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.

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

- 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)(

- 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

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

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 (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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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.

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

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)

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

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

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

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.

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) (

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

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

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.

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

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

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

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

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

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-

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 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

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.

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

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

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

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

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

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

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

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

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.

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)

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

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

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

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 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

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

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

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

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.

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

Consent of Kevin Gordon, as director nominee.

Exhibit 99.1 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

Form of 2015 Preferred Stock Warrant.

Exhibit 4.4 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, IN THE OPINION OF LEGAL COUNSEL, OR IN FORM AND SUBSTA

PGNY / Progyny, Inc. CORRESP - -

Nicole C. Brookshire Via EDGAR and Overnight Courier +1 617 937 2357 [email protected] October 15, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 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 Account

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

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

Amended and Restated Certificate of Incorporation of Registrant, as currently in effect.

Exhibit 3.1 PROGYNY, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Progyny, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows. 1. The name of this co

Progyny, Inc. 2019 Employee Stock Purchase Plan.

Exhibit 10.5 PROGYNY, INC. 2019 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: OCTOBER 12, 2019 APPROVED BY THE STOCKHOLDERS: OCTOBER 12, 2019 IPO DATE: , 2019 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations are given an opportunity to purchase shares of Common Stock. It is the intention of t

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

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.

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

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

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

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.

PGNY / Progyny, Inc. CORRESP - -

*FOIA Confidential Treatment Request* Confidential Treatment Requested by Progyny, Inc.

Progyny, Inc. 2008 Stock Plan, as amended, and forms of agreements thereunder

Exhibit 10.2 PROGYNY, INC. 2008 STOCK PLAN (as amended and restated through September 15, 2016) 1. Purposes of the Plan. The purposes of this 2008 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company?s business. Options granted under the

Sublease Agreement, dated as of July 29, 2019 by and between IPREO Holdings, LLC and Progyny, Inc.

Exhibit 10.11 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is made as of the 19...tb..d. ay of July, 2019, by and between IPREO Holdings, LLC., a Delaware limited liability company with an address at 1359 Broadway, New York, N.Y. 10018 ("Sublandlord"), and Progyny, Inc., a Delaware corporation, with an address from and after the Corrunencement Date at 1359 Broadway, 2nd Floor, New

Amended and Restated Certificate of Incorporation of Progyny, Inc.

Exhibit 3.2 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

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

Exhibit 10.3 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 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 27, 2019 APPROVED BY THE STOCKHOLDERS: MARCH 8, 2019 AMENDED BY THE BOARD OF DIRECTORS: MAY 23, 2019 APPROVED

Amended and Restated Bylaws of Progyny, Inc.

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF PROGYNY, INC. 1 TABLE OF CONTENTS Page(s) ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place Of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice Of Stockholders? Meetings 2 2.5 Manner Of Giving Notice; Affidavit Of Notice 2 2.6 Quorum 2 2.7 Adjourned Meeting; Notice 2 2

Power of Attorney (included on page II-6 of the Registration Statement filed September 27, 2019).

Table of Contents As filed with the Securities and Exchange Commission on September 27, 2019.

Amended and Restated Investor Rights Agreement, dated as of March 4, 2015, by and among Progyny, Inc. and certain of its stockholders

Exhibit 10.1 AUXOGYN, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT This Amended and Restated Investors? Rights Agreement (this ?Agreement?) is entered into of March 4, 2015, by and among Auxogyn, Inc., a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor?. WHEREAS, certain of the Inves

Form of Indemnification Agreement.

Exhibit 10.6 PROGYNY, INC. INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the ?Agreement?) is made and entered into as of , between Progyny, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS A. Highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection through in

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

Exhibit 10.10 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of June 8, 2018 (the ?Effective Date?) between SILICON VALLEY BANK, a California corporation (?Bank?), and PROGYNY, INC., a Delaware corporation (?Borrower?), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: 1. ACCOUNTING AND OTH

Amended and Restated Employment Agreement between Progyny, Inc. and Peter Anevski, dated September 25, 2019.

Exhibit 10.8 ooprogyny ' () Smarter Fertility Benefits As of July 1, 2019 Peter Anevski 245 Fifth Avenue, 4th Floor New York, NY 10016 Re: Amended and Restated Employment Agreement with Progyny, Inc. Dear Peter: 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

Amended and Restated By-laws of Progyny, Inc.

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF PROGYNY, INC. (A DELAWARE CORPORATION) PROGYNY, INC. AMENDED AND RESTATED BYLAWS 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

Letter Agreement between Registrant and Karin Ajmani, effective June 10, 2019.

Exhibit 10.9 May 23, 2019 As amended on June 3, 2019 Karin Ajmani Dear Karin: This letter agreement (?Agreement?) confirms the terms and conditions of your ongoing employment with Progyny, Inc. (?Progyny? or the ?Company?), and replaces your previous employment letter dated June 11, 2015 (the ?Prior Agreement?). This Agreement will be effective on June 10, 2019 (the ?Effective Date?), subject to y

Amended and Restated Employment Agreement between Progyny, Inc. and David Schlanger, dated September 23, 2019.

Exhibit 10.7 o oprogyny () Smarter Fertility Benefits As of July 1, 2019 David Schlanger 86 Slope Drive Short Hills, NJ 07078 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 d

Amended and Restated Certificate of Incorporation of Registrant, as currently in effect.

Exhibit 3.1 PROGYNY, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Progyny, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify as follows. 1. The name of this co

PGNY / Progyny, Inc. DRSLTR - -

Nicole C. Brookshire Via EDGAR and Overnight Courier +1 617 937 2357 [email protected] September 24, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 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 Accou

As confidentially submitted to the Securities and Exchange Commission on September 11, 2019. This amended draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly

Table of Contents As confidentially submitted to the Securities and Exchange Commission on September 11, 2019.

PGNY / Progyny, Inc. DRSLTR - -

Nicole C. Brookshire Via EDGAR and Overnight Courier +1 617 937 2357 [email protected] September 11, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 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 Accou

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 AMENDED BY THE BO

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