Progyny, Inc.

(Former Name or Former Address, if Changed Since Last Report)

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Progyny, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2026. At the Annual Meeting, the Company’s stockholders approved certain amendments (the “Charter Amendments”) to the Company’s Certificate of Incorporation. As further described in Proposals 4 and 5 of the Company’s definitive proxy statement filed on April 10, 2026 (the “Proxy Statement”), the Charter Amendments (a) eliminate certain supermajority voting requirements (the “Supermajority Amendments”), and (b) eliminate the default supermajority voting requirement concerning certain business combinations. The Charter Amendments became effective upon the filing of a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 21, 2026. On May 26, 2026, the Company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware incorporating the Charter Amendments.

In connection with the Charter Amendments, the Company’s Board of Directors (the “Board”) approved certain amendments to the Company’s Second Amended and Restated Bylaws (as so amended and restated, the “Third Amended and Restated Bylaws”) consistent with the Supermajority Amendments. The Third Amended and Restated Bylaws amend Article IV, Section 21 and Article XIII, Section 47 to eliminate the supermajority vote requirement to remove directors with cause and to amend the bylaws, respectively. The Third Amended and Restated Bylaws became effective on May 21, 2026.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, the Restated Certificate of Incorporation, and the Third Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1, 3.2, and 3.3, respectively, and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, each stockholder of record of common stock of the Company as of March 27, 2026 was entitled to vote at the Annual Meeting, each being entitled to one vote per share of common stock. A total of 72,003,873 shares of common stock (91.92% of all such shares entitled to vote at the Annual Meeting) were represented in person or by proxy.

At the Annual Meeting, stockholders voted on the five proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement. The final voting results were as follows: