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Close of Nov 06, 2026 · end-of-day data
PGNY 8-K filings in 2025
Every material Form 8-K Progyny filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Progyny said its President, Michael Sturmer, will leave the company effective December 31, 2025, and the company will not name a successor to the role. Sturmer will serve as a non-employee consultant through December 31, 2026, for an annual advisory fee of $250,000 to help continue projects begun during his tenure.
Sturmer's employment ends December 31, 2025; he receives severance under his December 17, 2021 employment agreement
No successor will be named for the President role; the company cites added Chief Commercial, Technology, Operating and Product Officers
Consulting agreement runs through December 31, 2026 at $250,000 per year
Options remain exercisable longer if he provides services through June 30, 2026
Progyny reported third-quarter 2025 revenue of $313.3 million, up 9.3% from a year earlier, and net income of $13.9 million, or $0.15 per diluted share, versus $10.4 million, or $0.11, in the prior-year quarter. The company raised its full-year 2025 revenue and net income guidance and authorized a share repurchase of up to $200 million, which the guidance does not reflect. Revenue growth was reduced by a large client that did not renew, which contributed $32.8 million in the third quarter of 2024 and nothing in the third quarter of 2025.
Q3 2025 revenue $313.3 million, up 9.3%; gross margin 23.2% vs 20.7%
Q3 2025 net income $13.9 million, or $0.15 per diluted share, vs $10.4 million, or $0.11
Full-year 2025 revenue guidance $1.263 billion to $1.278 billion; net income $58.5 million to $61.5 million
Board authorized share repurchase of up to $200 million; guidance excludes its impact
Progyny reported second-quarter 2025 revenue of $332.9 million, up 9.5% from a year earlier, and net income of $17.1 million, or $0.19 per diluted share, compared with $0.17 a year earlier. The company raised its full-year 2025 guidance, now projecting revenue of $1.235 billion to $1.270 billion, but the expiration of a large client's transition agreement on June 30 removes that client's contribution in the second half. For shareholders, the higher outlook reflects stronger member engagement, while Adjusted EBITDA margin slipped to 17.4% from 17.9%.
Q2 2025 revenue was $332.9 million, up 9.5% from $304.1 million; excluding the large client, revenue rose 18%.
Net income was $17.1 million, or $0.19 per diluted share, versus $16.5 million, or $0.17, in Q2 2024.
Full-year 2025 revenue guidance is $1.235 billion to $1.270 billion, and net income guidance is $52.3 million to $58.9 million.
As of June 30, 2025, the company had cash and marketable securities of $305.1 million and no debt; a $200 million revolving credit facility was entered into after quarter end.
Progyny entered a $200.0 million revolving credit facility dated July 1, 2025, maturing July 1, 2030. The revolver was undrawn at closing, and the company said it has no planned use for it now. In a July 8 press release, the company also said Q2 2025 revenue, Adjusted net income and Adjusted EBITDA are expected to be slightly above the ranges it gave in May.
$200.0 million revolving loan commitments, undrawn at closing, maturing July 1, 2030
Borrowings are secured by substantially all assets and guaranteed by domestic subsidiaries; covenants include a maximum Total Leverage Ratio of 3.50 to 1.00 and a minimum Interest Coverage Ratio of 3.00 to 1.00
Q2 2025 revenue, Adjusted net income and Adjusted EBITDA expected slightly above the ranges provided in May
Q2 2025 results to be reported after market close on August 7, 2025
Progyny reported first quarter 2025 revenue of $324.0 million, up 16.5% from a year earlier, and raised its full year 2025 outlook, projecting revenue of $1.185 billion to $1.235 billion. GAAP net income fell to $15.1 million from $16.9 million, while adjusted earnings per diluted share rose to $0.48 from $0.39, so shareholders get a mixed profit picture alongside stronger sales and guidance.
Q1 2025 revenue was $324.0 million, up 16.5%; excluding a large client that did not renew, revenue rose 19%
Net income was $15.1 million, or $0.17 per diluted share, versus $16.9 million, or $0.17, a year earlier, due mainly to a higher tax provision
Adjusted EBITDA rose 15% to $57.8 million; operating cash flow was $49.8 million versus $25.7 million
Full year 2025 guidance: revenue $1.185 billion to $1.235 billion, adjusted EBITDA $190.0 million to $203.0 million; Q2 2025 revenue projected at $310.0 million to $325.0 million
Progyny director Dr. Fred E. Cohen told the board on April 9, 2025, that he will not seek reelection at the company's 2025 Annual Meeting of Stockholders. The filing says his decision did not involve any disagreement with the company on operations, policies or practices, and he will serve until his current term ends at that meeting.
Dr. Fred E. Cohen notified the board on April 9, 2025 of his decision not to stand for reelection.
He will remain a director through the end of his current term, which ends at the 2025 Annual Meeting of Stockholders.
The filing states the decision was not related to any disagreement with the company.
Progyny reported fourth-quarter and full-year 2024 results on February 27, 2025. Revenue grew in both periods, but net income declined, mainly because of a higher income tax provision tied to equity compensation. For 2025, the company guided revenue to $1.175 billion to $1.225 billion and net income to $45.0 million to $53.9 million, a range below 2024's $54.3 million, and said a large client did not renew its services agreement for 2025.
Q4 2024 revenue was $298.4 million, up 10.6%; net income was $10.5 million, or $0.12 per diluted share, versus $13.5 million, or $0.13, a year earlier.
Full-year 2024 revenue was $1.167 billion, up 7.2%; net income was $54.3 million, or $0.57 per diluted share, versus $62.0 million, or $0.62.
2025 guidance: revenue of $1.175 billion to $1.225 billion and net income of $45.0 million to $53.9 million.
Q1 2025 guidance: revenue of $300.0 million to $318.0 million and net income of $15.0 million to $17.8 million.
Progyny's board appointed Debra Morris, former CFO of Apria, as a Class III director effective January 16, 2025, and named her to the Compensation Committee. The filing describes her director pay, including a $40,000 annual cash retainer and an initial option grant of 44,000 shares, which adds a new board member with public-company finance experience.
Debra Morris joins the board as a Class III director effective January 16, 2025; her term expires at the 2025 annual meeting.
Morris was appointed to the Compensation Committee of the Board.
Director pay includes a $40,000 annual cash retainer and an initial grant of options to buy 44,000 shares, granted January 16, 2025.
Morris was Executive Vice President and Chief Financial Officer of Apria, Inc. from March 2013 through October 2022.
Progyny said on January 13, 2025 that fourth-quarter 2024 revenue, net income and Adjusted EBITDA are now expected to be slightly above the ranges it gave in November. The company said member activity paced better than its guidance assumed, which had expected activity to be flat to down. The filing gives no specific dollar figures for the updated expectations.
Updated expectations cover the quarter and year ending December 31, 2024, and were issued January 13, 2025 in Exhibit 99.1.
Revenue, net income and Adjusted EBITDA for Q4 2024 are now expected to be slightly above the November guidance ranges.
CEO Pete Anevski will present at the JP Morgan Healthcare Conference on January 14, 2025 at 7:30 a.m. Pacific Time.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Progyny filing is on SEC EDGAR ↗. 8-K briefs of other companies →