NEW YORK, July 30, 2025 (GLOBE NEWSWIRE) -- Progyny, Inc. (Nasdaq: PGNY), a global leader in women’s health and family building solutions, today announced the results of their new national Women in the Workplace research conducted in partnership with Dynata, the world’s largest first-party data company for insights, activation, and measurement. The study reveals a persistent gap between what employees want from their women’s health benefits, and what employers believe they are providing. Specifically, resul ...

Core Insights - Progyny, Inc. has announced a partnership with ŌURA to enhance women's health and family building solutions through personalized data and insights [1][4] - The collaboration aims to integrate wearable data from ŌURA into Progyny's care team decision-support process, promoting proactive health management from preconception to menopause [2][4] Company Overview - Progyny is recognized as a global leader in women's health and family building solutions, serving leading employers, health plans, and benefit purchasers [5][6] - The company focuses on comprehensive, inclusive, and intentionally designed solutions that benefit employers, patients, and physicians [5] Partnership Details - The partnership will allow Progyny clients, including employers and health plans, to access ŌURA's smart ring and membership starting in early 2026 [4] - The integration of ŌURA's health metrics will help women track key health indicators, optimize conception attempts, and manage health during menopause [3][4] Health Management Approach - The collaboration emphasizes the importance of daily awareness of health patterns as a foundation for reproductive health management [4] - By utilizing data from the Oura Ring, Progyny aims to facilitate smarter care, earlier interventions, and personalized health journeys for women [4]

Company Overview - Progyny (PGNY) shares increased by 13.2% to $24.27 in the last trading session, with a higher-than-average trading volume, contrasting with a 2.4% loss over the past four weeks [1] - The company is a provider of fertility and family building benefits [2] Financial Performance Expectations - Progyny anticipates its Q2 2025 financial results (revenues, adjusted net income, and adjusted EBITDA) to exceed the guidance provided during the Q1 earnings call [2] - The expected quarterly earnings per share (EPS) is $0.42, reflecting a year-over-year decline of 2.3%, while revenues are projected to be $314.93 million, an increase of 3.6% from the previous year [3] Earnings Estimate Trends - The consensus EPS estimate for Progyny has remained unchanged over the last 30 days, indicating that stock price movements may not sustain without trends in earnings estimate revisions [4] - The stock currently holds a Zacks Rank of 3 (Hold), suggesting a neutral outlook [4] Industry Context - Progyny is part of the Zacks Medical Services industry, which includes other companies like Enhabit (EHAB), which experienced a 0.3% decline in the last trading session and has returned -32.1% over the past month [4] - Enhabit has a consensus EPS estimate of $0.1 for its upcoming report, representing a 42.9% increase from the previous year, and also holds a Zacks Rank of 3 (Hold) [5]

[Credit Agreement Overview](index=1&type=section&id=Credit%20Agreement%20Overview) This section introduces the Credit Agreement, detailing the parties involved, the $200 million revolving credit facility, and its intended use for general corporate purposes [Parties and Facility](index=1&type=section&id=Parties%20and%20Facility) This Credit Agreement, dated July 1, 2025, is established for Progyny, Inc. as the Parent Borrower, outlining a $200 million revolving credit facility provided by a syndicate of lenders Credit Agreement Key Details | Role | Entity | | :--- | :--- | | **Parent Borrower** | Progyny, Inc. | | **Administrative & Collateral Agent** | JPMorgan Chase Bank, N.A. | | **Swingline Lender** | JPMorgan Chase Bank, N.A. | | **Sole Lead Arranger & Bookrunner** | JPMorgan Chase Bank, N.A. | | **Co-Syndication Agents** | Bank of America, N.A., Silicon Valley Bank, US Bank National Association, Wells Fargo Bank, National Association | | **Facility Type** | Revolving Credit Facility | | **Total Commitment** | $200,000,000 | - The proceeds of the revolving credit facility are designated for general corporate purposes as permitted under the agreement[13](index=13&type=chunk) [Definitions and Accounting Principles](index=6&type=section&id=ARTICLE%20I%20DEFINITIONS) This article defines key terms and establishes accounting principles, including financial calculations, interest rates, and the application of GAAP for financial reporting [Key Defined Terms](index=6&type=section&id=Section%201.01.%20Defined%20Terms) This section provides definitions for key terms used throughout the credit agreement, including financial calculations, interest rates, and trigger events Applicable Rate for Revolving Loans | Category | Total Leverage Ratio | Term SOFR Rate Spread | ABR Spread | | :--- | :--- | :--- | :--- | | 1 | ≤ 1.00 to 1.00 | 1.50% | 0.50% | | 2 | > 1.00 to 1.00 but < 2.00 to 1.00 | 1.75% | 0.75% | | 3 | > 2.00 to 1.00 | 2.00% | 1.00% | - The Applicable Rate for Revolving Loans is determined by the Total Leverage Ratio and adjusts quarterly[38](index=38&type=chunk)[39](index=39&type=chunk) - Until the first adjustment, the rate is set at **Category 1 levels**[38](index=38&type=chunk) - If financial statements are not delivered on time, the **highest rate (Category 3)** will apply[39](index=39&type=chunk) Deemed Consolidated Adjusted EBITDA (per quarter) | Fiscal Quarter Ended | Deemed EBITDA | | :--- | :--- | | June 30, 2024 | $54,477,000 | | September 30, 2024 | $46,478,000 | | December 31, 2024 | $47,514,000 | | March 31, 2025 | $57,790,000 | - A "Change of Control" is triggered if any person or group acquires **50% or more** of the Parent Borrower's voting and/or economic interest, or if an equivalent event occurs under other major indebtedness[85](index=85&type=chunk) [Accounting Terms and Calculations](index=71&type=section&id=Section%201.04.%20Accounting%20Terms%3B%20GAAP) This section establishes that all financial calculations will be based on U.S. GAAP, with provisions for pro forma adjustments and lease accounting elections - Financial ratios and tests for any period involving a Subject Transaction (e.g., acquisition, disposition) must be calculated on a **Pro Forma Basis**, as if the transaction occurred on the first day of the test period[398](index=398&type=chunk) - The Borrower can elect to continue accounting for leases as operating leases for covenant purposes, even if GAAP (per the ASU) requires them to be treated as finance leases on financial statements[400](index=400&type=chunk) - For determining compliance with financial conditions for acquisitions, investments, or restricted payments, the Borrower can choose to test compliance at the time of signing the definitive agreement or at the time of consummation[402](index=402&type=chunk) [Credit Facilities](index=79&type=section&id=ARTICLE%202%20THE%20CREDITS) This article details the various credit facilities available, including revolving loans, swingline loans, and letters of credit, along with their terms, fees, and interest calculations [Commitments](index=79&type=section&id=Section%202.01.%20Commitments) This section outlines the lenders' several, not joint, agreement to provide an Initial Revolving Credit Facility with a total commitment of $200 million until July 1, 2030 Initial Revolving Credit Facility | Feature | Detail | | :--- | :--- | | **Total Commitment** | $200,000,000 | | **Loan Types** | ABR Loans and/or Term SOFR Loans in Dollars | | **Maturity Date** | July 1, 2030 | [Swingline Loans](index=81&type=section&id=Section%202.04.%20Swingline%20Loans) The Swingline Lender agrees to provide Swingline Loans in Dollars up to an aggregate amount of $20 million for short-term needs, subject to the overall revolving credit limit - A Swingline Loan sub-facility of up to **$20,000,000** is available to the Parent Borrower[439](index=439&type=chunk) - Each Swingline Loan must be a minimum of **$100,000**, unless a lesser amount is agreed upon by the Swingline Lender[439](index=439&type=chunk) [Letters of Credit](index=82&type=section&id=Section%202.05.%20Letters%20of%20Credit) This section permits the issuance of Letters of Credit (LCs) for the Borrower's account up to a sublimit of $30 million, subject to specific conditions and collateral requirements - A Letter of Credit sublimit is established at **$30,000,000**, with specific Issuing Banks and their individual commitments listed on Schedule 1.01(a)(ii)[244](index=244&type=chunk)[444](index=444&type=chunk) - If an Event of Default occurs and loans are accelerated, the Borrower must deposit cash collateral equal to **103%** of the LC Exposure into a designated LC Collateral Account[458](index=458&type=chunk) [Prepayment of Loans](index=91&type=section&id=Section%202.11.%20Prepayment%20of%20Loans) The Borrower has the right to optionally prepay Revolving Loans or Swingline Loans without penalty, but mandatory prepayments are required if Revolving Credit Exposure exceeds commitments - The Borrower may optionally prepay Revolving Loans and Swingline Loans in whole or in part without premium or penalty[481](index=481&type=chunk) - A mandatory prepayment is triggered if the Revolving Credit Exposure of any Class exceeds the commitment for that Class, requiring the Borrower to cure the excess within **five business days** by prepaying loans or cash collateralizing the excess LC Exposure at **103%**[484](index=484&type=chunk) [Fees](index=92&type=section&id=Section%202.12.%20Fees) The agreement stipulates several fees payable by the Parent Borrower, including a Commitment Fee on unused revolving credit, LC participation fees, and fronting fees Key Fees | Fee Type | Rate | Basis | | :--- | :--- | :--- | | **Commitment Fee** | 0.25% per annum | Daily unused amount of the Revolving Credit Commitment. | | **LC Participation Fee** | Applicable Rate for Term SOFR Loans | Daily available balance of each Lender's LC Exposure. | | **LC Fronting Fee** | Up to 0.125% per annum (or as agreed) | Daily available balance of each Letter of Credit. | - All fees are payable quarterly in arrears, on the **15th day** after the end of March, June, September, and December[486](index=486&type=chunk)[488](index=488&type=chunk) [Interest](index=93&type=section&id=Section%202.13.%20Interest) This section details the interest calculation for loans, specifying rates for ABR and Term SOFR Borrowings, and a default interest rate for overdue amounts - Upon a payment Event of Default, overdue amounts will accrue interest at a default rate of **2.00%** plus the rate otherwise applicable to such loan or fee[492](index=492&type=chunk) - Interest is payable in arrears on each Interest Payment Date, which is generally the last day of each quarter for ABR Loans and the last day of the Interest Period for Term SOFR Loans[231](index=231&type=chunk)[493](index=493&type=chunk) [Incremental Credit Extensions](index=107&type=section&id=Section%202.22.%20Incremental%20Credit%20Extensions) The Borrower is permitted to increase existing facilities or add new facilities up to an Incremental Cap, determined by a fixed basket, voluntary prepayments, and pro forma leverage ratios - The Borrower can incur incremental debt up to the "Incremental Cap", which includes a "Shared Incremental Amount" defined as the greater of **$103,000,000** and **50% of Consolidated Adjusted EBITDA**[206](index=206&type=chunk)[347](index=347&type=chunk)[536](index=536&type=chunk) - The Incremental Cap also allows for an unlimited amount of new debt provided certain pro forma leverage ratios are met: **3.00:1.00** for the First Lien Leverage Ratio (for pari passu secured debt), **3.00:1.00** for the Secured Leverage Ratio (for junior secured debt), and **3.00:1.00** for the Total Leverage Ratio (for unsecured debt)[207](index=207&type=chunk) - Incremental Term Loans must not mature earlier than the Initial Revolving Credit Maturity Date, and their Weighted Average Life to Maturity must be no shorter than that of the Initial Revolving Facility[537](index=537&type=chunk) [Extensions of Loans and Commitments](index=112&type=section&id=Section%202.23.%20Extensions%20of%20Loans%20and%20Revolving%20Credit%20Commitments) The Borrower may offer to extend the maturity date and modify terms of loans and/or commitments to accepting Lenders, forming a new, separate class of extended commitments - The Borrower can make Extension Offers to Lenders of a specific class on a pro rata basis to extend the maturity date of their loans or commitments[550](index=550&type=chunk) - No Lender is obligated to accept an Extension Offer[550](index=550&type=chunk) - Extended loans or commitments will constitute a new class with potentially different terms (e.g., pricing, fees), but the maturity date cannot be earlier than the existing facility's maturity date[550](index=550&type=chunk)[551](index=551&type=chunk) [Representations and Warranties](index=114&type=section&id=ARTICLE%203%20REPRESENTATIONS%20AND%20WARRANTIES) This article outlines the fundamental assurances provided by the Loan Parties regarding their legal standing, financial condition, and compliance with laws [Summary of Representations and Warranties](index=114&type=section&id=Summary%20of%20Representations%20and%20Warranties) The Loan Parties provide a series of representations and warranties to the Lenders regarding their organization, authority, compliance, financial condition, and the validity of security interests - The Loan Parties represent that their execution of the Loan Documents does not violate their organizational documents, applicable laws, or material contracts in a way that would cause a Material Adverse Effect[561](index=561&type=chunk) - As of the Closing Date, the Loan Parties represent that, after giving effect to the Transactions, they are **solvent**, meaning their assets' fair value exceeds their debts, they are not left with unreasonably small capital, and they can pay their debts as they mature[580](index=580&type=chunk) - The Loan Parties represent that the Collateral Documents create legal, valid, and enforceable Liens on the Collateral, which become perfected upon satisfaction of the Perfection Requirements[582](index=582&type=chunk) - The Loan Parties affirm compliance with the USA PATRIOT Act, Sanctions, and Anti-Corruption Laws, and state that loan proceeds will not be used in violation of these laws[585](index=585&type=chunk)[586](index=586&type=chunk)[587](index=587&type=chunk) [Conditions to Credit Extensions](index=118&type=section&id=ARTICLE%204%20CONDITIONS) This article specifies the conditions that must be met for the initial closing and for all subsequent credit extensions, ensuring legal and financial compliance [Conditions to Closing](index=118&type=section&id=Section%204.01.%20Closing%20Date) The effectiveness of the credit agreement and initial lender obligations are contingent upon the satisfaction or waiver of several conditions on the Closing Date, including executed documents and legal opinions - Key closing deliverables include: executed Loan Documents (Credit Agreement, Collateral Documents, Loan Guaranty), legal opinions, a solvency certificate, secretary's certificates, and a Perfection Certificate[590](index=590&type=chunk)[591](index=591&type=chunk)[592](index=592&type=chunk)[593](index=593&type=chunk)[596](index=596&type=chunk) - The Borrower must provide all necessary documentation for "know your customer" (KYC) and anti-money laundering regulations, including the USA PATRIOT Act and a Beneficial Ownership Certification, at least **three business days** prior to closing[598](index=598&type=chunk) - Certain obligations, listed on Schedule 5.17, are not conditions to closing and must be completed within specified post-closing timeframes[602](index=602&type=chunk) [Conditions to Each Credit Extension](index=121&type=section&id=Section%204.02.%20Each%20Credit%20Extension) For each credit extension after the Closing Date, the Loan Parties' representations and warranties must be true and correct, and no Default or Event of Default must be continuing - Prior to each credit extension, the Borrower must submit the appropriate request (e.g., Borrowing Request)[603](index=603&type=chunk) - The following conditions must be met for each credit extension: - Representations and warranties must be true and correct in all material respects[604](index=604&type=chunk) - No Default or Event of Default shall have occurred and be continuing[605](index=605&type=chunk) [Affirmative Covenants](index=121&type=section&id=ARTICLE%205%20AFFIRMATIVE%20COVENANTS) This article details the ongoing obligations of the Loan Parties, including financial reporting, proper use of loan proceeds, and requirements for guarantees and security [Financial Reporting](index=122&type=section&id=Section%205.01.%20Financial%20Statements%20and%20Other%20Reports) The Parent Borrower is required to provide regular financial statements and other reports to the Administrative Agent, along with prompt notice of any Default or Material Adverse Effect Financial Reporting Deadlines | Report | Deadline | | :--- | :--- | | **Quarterly Financials (Unaudited)** | Within 60 days after end of each Fiscal Quarter (except Q4) | | **Annual Financials (Audited)** | Within 90 days after end of each Fiscal Year | | **Compliance Certificate** | Within 5 Business Days after delivery of financial statements | - The Parent Borrower must promptly notify the Administrative Agent upon a Responsible Officer obtaining knowledge of any Default, Event of Default, or Material Adverse Effect[609](index=609&type=chunk) [Use of Proceeds](index=128&type=section&id=Section%205.11.%20Use%20of%20Proceeds) The proceeds from the Revolving Loans and Swingline Loans are to be used for working capital and general corporate purposes, including capital expenditures, acquisitions, and investments - Loan proceeds can be used for a broad range of purposes, including: - Working capital needs - General corporate purposes - Capital expenditures - Acquisitions and other Investments - Restricted Payments and Restricted Debt Payments[630](index=630&type=chunk) [Guarantees and Security](index=128&type=section&id=Section%205.12.%20Covenant%20to%20Guarantee%20Loan%20Document%20Obligations%20and%20Give%20Security) This section requires newly formed or acquired U.S. Restricted Subsidiaries to become Loan Parties by providing guarantees and security interests, subject to certain exceptions and limitations - Upon the formation or acquisition of a new U.S. Restricted Subsidiary (that is not an Excluded Subsidiary), the Borrower must cause it to become a Guarantor and provide collateral[631](index=631&type=chunk) - The timeline for a new subsidiary to comply is tied to the next quarterly or annual financial statement delivery date[631](index=631&type=chunk) - The agreement contains numerous limitations on collateral requirements, excluding assets where the cost or burden of obtaining a perfected lien is excessive in relation to the benefit, and excludes assets like motor vehicles and certain contract rights[633](index=633&type=chunk)[634](index=634&type=chunk)[635](index=635&type=chunk) [Negative Covenants](index=131&type=section&id=ARTICLE%206%20NEGATIVE%20COVENANTS) This article imposes restrictions on the Loan Parties regarding indebtedness, liens, restricted payments, and mandates compliance with specific financial ratios [Indebtedness](index=131&type=section&id=Section%206.01.%20Indebtedness) The Borrower and its Restricted Subsidiaries are prohibited from incurring new indebtedness, subject to specific exceptions including intercompany debt, acquisition debt, and general-purpose baskets - Indebtedness of Restricted Subsidiaries that are not Loan Parties is capped at the greater of **$51,500,000** and **25% of Consolidated Adjusted EBITDA**[643](index=643&type=chunk) - A general purpose debt basket allows for Indebtedness up to the greater of **$82,400,000** and **40% of Consolidated Adjusted EBITDA**[645](index=645&type=chunk) - The company can incur Incremental Equivalent Debt, provided that after giving effect to it, no Specified Event of Default exists and leverage ratios are met[646](index=646&type=chunk) [Liens](index=136&type=section&id=Section%206.02.%20Liens) The Borrower and its Restricted Subsidiaries are restricted from creating any liens on their property, except for permitted exceptions including those under Loan Documents, tax liens, and a general-purpose basket - Liens securing Incremental Equivalent Debt are permitted, provided they are subject to an Acceptable Intercreditor Agreement[653](index=653&type=chunk) - A general purpose lien basket allows for liens securing obligations in an aggregate amount not to exceed the greater of **$82,400,000** and **40% of Consolidated Adjusted EBITDA**[653](index=653&type=chunk) [Restricted Payments and Debt Payments](index=144&type=section&id=Section%206.04.%20Restricted%20Payments%3B%20Restricted%20Debt%20Payments) This section limits the ability of the Borrower and its Restricted Subsidiaries to make Restricted Payments and Restricted Debt Payments, with exceptions for available amounts and leverage ratio compliance - Restricted Payments are permitted using the Available Amount, provided the pro forma Total Leverage Ratio is no greater than **3.00:1.00** and no Event of Default exists[660](index=660&type=chunk) - A general basket permits additional Restricted Payments up to the greater of **$61,800,000** and **30% of Consolidated Adjusted EBITDA**, provided no Event of Default exists[661](index=661&type=chunk) - Unlimited Restricted Payments and Restricted Debt Payments are permitted if the pro forma Total Leverage Ratio does not exceed **2.75:1.00** and no Event of Default exists[661](index=661&type=chunk)[664](index=664&type=chunk) [Financial Covenants](index=161&type=section&id=Section%206.15.%20Financial%20Covenants) The Borrower must comply with two key financial covenants, Total Leverage Ratio and Interest Coverage Ratio, tested quarterly, with a provision for an equity-based Cure Right Financial Covenants (tested quarterly) | Covenant | Requirement | | :--- | :--- | | **Total Leverage Ratio** | ≤ 3.50 to 1.00 | | **Interest Coverage Ratio** | ≥ 3.00 to 1.00 | - The Borrower has a Cure Right, allowing it to issue equity to increase Consolidated Adjusted EBITDA for the purpose of meeting the financial covenants[697](index=697&type=chunk) - This right can be used a maximum of **five times** during the term of the agreement and no more than **twice** in any four-quarter period[697](index=697&type=chunk) - Once a Notice of Intent to Cure is given, Lenders cannot accelerate loans or terminate commitments based on the financial covenant breach for a period of **fifteen business days**, allowing time for the cure to be effected[697](index=697&type=chunk) [Events of Default](index=162&type=section&id=ARTICLE%208%20EVENTS%20OF%20DEFAULT) This article defines the circumstances that constitute a default, such as payment failures or covenant breaches, and outlines the remedies available to the Lenders [Events of Default and Remedies](index=162&type=section&id=Section%208.01.%20Events%20of%20Default) This article defines various events that constitute an "Event of Default," including payment failures, covenant breaches, cross-defaults, insolvency, and Change of Control, triggering potential acceleration of loans - Key Events of Default include: - Failure to pay principal, interest, or fees within the specified grace periods[700](index=700&type=chunk) - Breach of negative covenants (Article 6) or key affirmative covenants[701](index=701&type=chunk) - Cross-default on other indebtedness exceeding the Threshold Amount (greater of **$30,900,000** and **15% of Consolidated Adjusted EBITDA**)[370](index=370&type=chunk)[704](index=704&type=chunk) - Bankruptcy or insolvency events[704](index=704&type=chunk) - A Change of Control[704](index=704&type=chunk) - Upon most Events of Default, the Administrative Agent, at the request of the Required Lenders, can accelerate the loans[705](index=705&type=chunk) - In the case of bankruptcy, acceleration is automatic[705](index=705&type=chunk) - A breach of the financial covenants in Section 6.15 does not become an Event of Default until the **15-business-day** cure period has expired without the breach being cured[701](index=701&type=chunk) [The Agents](index=165&type=section&id=ARTICLE%209%20THE%20ADMINISTRATIVE%20AGENT%20AND%20THE%20COLLATERAL%20AGENT) This article defines the roles, responsibilities, and protections of the Administrative and Collateral Agents, including their authority and limitations [Roles, Rights, and Protections of the Agents](index=165&type=section&id=Roles%20and%20Protections%20of%20the%20Agents) This article appoints JPMorgan Chase Bank, N.A. as the Administrative and Collateral Agent, outlining its mechanical role, liability protections, and authority to release collateral or guarantees - The Administrative and Collateral Agents act on behalf of the Lenders and are not required to take any action unless instructed by the Required Lenders[707](index=707&type=chunk)[709](index=709&type=chunk)[710](index=710&type=chunk) - They are not fiduciaries to the Lenders or Loan Parties[710](index=710&type=chunk) - The Agents are exculpated from liability except for actions determined by a final court judgment to constitute their own bad faith, gross negligence, or willful misconduct[716](index=716&type=chunk) - The Agents are authorized to automatically release any lien on property that is sold or transferred in a permitted disposition to a person that is not a Loan Party, or if the property ceases to be Collateral[752](index=752&type=chunk) - A Subsidiary Guarantor is automatically released from its guarantee if it ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary through a permitted transaction[752](index=752&type=chunk) [Miscellaneous Provisions](index=178&type=section&id=ARTICLE%2010%20MISCELLANEOUS) This article covers general legal provisions, including amendment procedures, assignment rules, governing law, jurisdiction, and other standard contractual clauses [Waivers and Amendments](index=180&type=section&id=Section%2010.02.%20Waivers%3B%20Amendments) This section specifies the requirements for amending the Loan Documents, generally requiring consent from Required Lenders, but with specific provisions for affected Lenders or unanimous consent for fundamental changes - Most amendments require the written consent of the Required Lenders and the Parent Borrower[769](index=769&type=chunk) - Consent of each directly and adversely affected Lender is required for actions such as increasing their commitment, reducing their principal, or extending their final maturity date[769](index=769&type=chunk) - Consent of all Lenders is required to release all or substantially all of the collateral or the value of the guarantees[771](index=771&type=chunk) [Successors and Assigns](index=191&type=section&id=Section%2010.05.%20Successors%20and%20Assigns) This section governs the transfer of rights and obligations by Lenders, outlining conditions for assignment to Eligible Assignees and remedies for assignments to Disqualified Institutions - Lenders may assign their rights and obligations to an Eligible Assignee, subject to consent from the Parent Borrower and the Administrative Agent[789](index=789&type=chunk) - Borrower consent is not required during a Specified Event of Default[789](index=789&type=chunk) - Assignments to Disqualified Institutions are restricted[803](index=803&type=chunk) - If an assignment is made to a Disqualified Institution without the required consent, the Borrower can terminate the commitment and/or purchase the loans at the lesser of par or the price the Disqualified Institution paid[803](index=803&type=chunk)[804](index=804&type=chunk) - The Administrative Agent maintains a Register of all Lenders and their assigned interests, acting as the agent of the Borrower for this purpose[792](index=792&type=chunk) - An assignment is not effective until recorded in the Register[792](index=792&type=chunk) [Governing Law and Jurisdiction](index=199&type=section&id=Section%2010.10.%20Governing%20Law%3B%20Jurisdiction) The credit agreement and other Loan Documents are governed by New York law, with exclusive jurisdiction granted to U.S. Federal or New York State courts in Manhattan - The governing law for the Loan Documents is the law of the State of New York[817](index=817&type=chunk)[818](index=818&type=chunk) - Exclusive jurisdiction for any legal action is granted to the U.S. Federal or New York State courts in Manhattan, New York City[819](index=819&type=chunk) [Other Miscellaneous Provisions](index=199&type=section&id=Other%20Miscellaneous%20Provisions) This section contains various standard legal clauses, including a mutual waiver of jury trial, confidentiality obligations, a "Bail-In" clause, and an "Erroneous Payments" clause - All parties irrevocably waive their right to a trial by jury in any proceeding related to the Loan Documents[822](index=822&type=chunk) - The agreement includes an "Acknowledgement and Consent to Bail-In," where parties agree to be bound by the write-down and conversion powers of resolution authorities over any Affected Financial Institution[837](index=837&type=chunk) - A detailed "Erroneous Payments" section allows the Administrative Agent to demand the return of any funds mistakenly transmitted to a Lender or other recipient, with such recipient obligated to return the funds promptly with interest[843](index=843&type=chunk)[844](index=844&type=chunk)[845](index=845&type=chunk)

Core Viewpoint - Progyny, Inc. has enhanced its operational and financial flexibility by entering into a new revolving credit facility of up to $200 million, which is expected to support its growth and market leadership [1][2] Financial Performance - The company anticipates that its financial results for the second quarter ending June 30, 2025, will be slightly above the previously provided guidance ranges [4][5] - Member activity has progressed favorably, leading to expectations of improved revenue, adjusted net income, and adjusted EBITDA for the second quarter [5] Credit Facility Details - The revolving credit facility is undrawn and has no planned immediate use, allowing the company to maintain its capital priorities, which include stock repurchases, product portfolio expansion, and select acquisitions [3][1] - The facility matures on July 1, 2030, providing the company with significant time to utilize the credit as needed [1] Company Overview - Progyny is recognized as a global leader in women's health and family building solutions, serving leading employers and health plans [9][10] - The company has received multiple accolades for its leadership and growth, including being named a TIME100 Most Influential Company and a CNBC Disruptor 50 [11]

Core Insights - Progyny, Inc. is expanding its women's health offerings by adding pelvic floor therapy to its services, aiming to improve access and education for women suffering from pelvic floor disorders [1][3] - Approximately one in three women experience pelvic floor issues, with one in five requiring surgery, highlighting the prevalence and impact of these disorders on women's health [2][3] - The company is partnering with Origin and Hinge Health to provide both in-person and virtual pelvic floor therapy, enhancing the accessibility of specialized care [5][6] Summary by Sections Company Initiatives - Progyny is committed to addressing the silent suffering of women by providing expanded care access and educational resources related to pelvic floor disorders [1][3] - The addition of pelvic floor therapy is part of a broader strategy to enhance women's health services from preconception to menopause [1][4] Health Impact - Pelvic floor disorders can lead to significant quality of life issues, including reduced work performance and increased healthcare costs, with urinary incontinence alone costing the healthcare industry $20 billion annually [2][4] - Untreated pelvic health issues are linked to conditions such as endometriosis and infertility, emphasizing the need for timely intervention [2][4] Partnerships and Services - The collaboration with Origin allows Progyny members to access a wide range of pelvic floor physical therapy services, addressing both common and complex pelvic health needs [5][6] - Hinge Health provides digital care plans tailored to individual symptoms, promoting sustainable health habits and symptom relief [6][7] Company Vision and Recognition - Progyny envisions a world where everyone can achieve their family and health goals, supported by a comprehensive network of specialists and innovative solutions [8][9] - The company has received multiple accolades for its leadership and growth in the healthcare sector, including recognition as a TIME100 Most Influential Company and a CNBC Disruptor 50 [10]

Core Insights - Progyny, Inc. has announced a collaboration with Amazon's Health Benefits Connector to enhance access to comprehensive women's health services [1][3] - The partnership aims to simplify the process for eligible individuals to discover and enroll in Progyny benefits through their employers or health plans [1][3] Company Overview - Progyny is a global leader in women's health and family building solutions, serving over 530 employers and health plans in the U.S. and supporting more than 6.7 million lives [2][5] - The company's benefits cover the entire reproductive health continuum, including fertility, preconception, pregnancy, postpartum, menopause, and parenting support, while achieving superior outcomes and member satisfaction [2][5] Collaboration Details - The collaboration with Amazon is significant as Progyny becomes the first comprehensive women's health provider on Amazon's Health Benefits Connector, facilitating easier access to its services [3][4] - Amazon's Health Benefits Connector addresses the challenge of individuals not understanding their available health benefits, allowing customers to verify access to Progyny with just a few clicks [3][4] Strategic Vision - Both companies aim to create market-leading solutions that simplify access to high-quality, inclusive care, making it the industry standard [4] - Progyny's approach includes concierge support, coaching, education, and digital tools, along with access to a premier network of specialists, driving optimal clinical outcomes and reducing healthcare costs [6][5] Recognition and Growth - Progyny has received multiple accolades for its leadership and growth, including being named a TIME100 Most Influential Company and a CNBC Disruptor 50 [7]

Core Insights - Progyny, Inc. has appointed Elizabeth Bierbower to its Board of Directors, enhancing its leadership team with her extensive healthcare experience [1][2] - Bierbower has over 30 years of experience in the healthcare industry, having held significant roles in major health plans and provider services [2][3] - The company aims to expand its women's health and family building solutions, focusing on delivering value to members, clients, and shareholders [2][4] Company Overview - Progyny is recognized as a global leader in women's health and family building solutions, serving leading employers and health plans [5][7] - The company provides comprehensive benefits solutions that include concierge support, education, and access to a network of specialists, driving optimal clinical outcomes and reducing healthcare costs [6][5] - Progyny has received multiple accolades for its growth and influence, including being named a TIME100 Most Influential Company and a CNBC Disruptor 50 [7] Leadership and Strategy - Elizabeth Bierbower's leadership experience includes roles at Friday Health Plans and Humana, where she held various senior positions [2][3] - Her appointment is expected to support Progyny's strategy to innovate and expand its product offerings in women's health [2][4] - Bierbower expressed enthusiasm about joining Progyny at a pivotal time for the company's growth and commitment to high-quality care [4]

Financial Data and Key Metrics Changes - In 2024, the company achieved record revenue of $1,170,000,000 and nearly $200,000,000 in adjusted EBITDA, indicating strong financial performance [4][5] - The company reported the lowest number of absolute client losses since 2021, maintaining a commitment from over 99% of its clients for 2025 [5] Business Line Data and Key Metrics Changes - The company added 1,100,000 new covered lives in 2024, marking the fourth consecutive year of adding at least 1,000,000 lives [5] - The launch of new solutions in maternity, postpartum, and menopause saw adoption rates of 20% among existing clients and 40% among new clients, reaching over 1,500,000 lives [6][7] Market Data and Key Metrics Changes - The company expanded its member base to 6,700,000 in 2025, nearly five times its size compared to five years ago [5] - The company successfully competed for jumbo accounts, winning every opportunity that came to a decision in the past year [5] Company Strategy and Development Direction - The company is following a multiyear product roadmap to expand its platform and address gaps in women's health and family health [6] - In 2025, the focus will be on enhancing solutions with a comprehensive set of digital tools for a best-in-class experience [8][9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's positioning for further success through channel partnerships and an expanded product portfolio [9] - The company plans to integrate recent acquisitions to fully realize their value and enhance user experience [9] Other Important Information - The company completed its first acquisitions that complement existing solutions and align with its long-term product roadmap [7] - The company is excited about launching LASIGNA as its first national health plan partner, adding to its ecosystem of large regional health plans [9] Q&A Session Summary - There were no questions from stockholders during the Q&A session, and the meeting was adjourned [21]

Summary of Progyny (PGNY) 2025 Conference Call Company Overview - **Company**: Progyny (PGNY) - **Industry**: Fertility and Family Building Services Key Points Industry Trends and Utilization - **Utilization Trends**: - 2023 saw a utilization rate of 1.09%, one of the highest in the company's history, with a stable environment observed in Q1 2025 [3][4][5] - 2024 experienced a dip in care consumption in Q3, which was unusual, but stability returned in Q4 and continued into Q1 2025 [4][5] Guidance and Financial Outlook - **Guidance Philosophy**: - The company emphasizes transparency in guidance, incorporating historical variability into future projections [7][8] - Current visibility for Q2 aligns with previous quarters, indicating a stable outlook [5][6] Selling Season Insights - **2026 Selling Season**: - The pipeline is comparable to the previous year, but the average number of lives is slightly lower due to macroeconomic uncertainties affecting larger companies [10][12] - The selling season runs from February to October, with significant commitments expected by mid-August [10][11] New Product Development - **New Products**: - Introduction of maternity, postpartum, menopause, and return-to-work assistance products, with 20% of overall clients and 40% of new clients adopting these products [14][15] - The goal is for new products to contribute 10% of revenue by 2028, with a focus on increasing member awareness and utilization [18][19] Digital Strategy and Member Experience - **Mobile App Investments**: - Investments are being made to integrate services into a single app, enhancing member experience and retention [21][22][23] - The app aims to provide a seamless experience, allowing members to choose between digital and coaching interactions [23][24] Cross-Selling Opportunities - **Cross-Selling Rates**: - Historically, 20-25% of the base takes additional services, with a recent uptick to 30% due to new offerings [25][26] - Continued expansion of products is expected to drive further upsell activity [27] Addressable Market Expansion - **Market Growth**: - The addressable market has expanded from 80 million to approximately 105 million lives in the U.S., with plans to penetrate fully insured populations and global markets [28][30][31] - The company is developing products to efficiently target the fully insured market, which represents an additional 50 million lives [30] Legislative and Regulatory Environment - **Executive Order Impact**: - Conversations with the Trump administration regarding IVF have been educational, with no immediate changes expected for commercial populations [33][34] - The executive order is seen as positive for access and affordability, potentially influencing state mandates in the future [34][35] Competitive Landscape - **Market Competition**: - The competitive landscape remains stable, with some smaller players exiting the market [41][42] - Progyny maintains a strong position due to its resources and established market presence [42] Future Outlook - **Investment Focus**: - Continued investment in infrastructure and digital products is expected to enhance market leadership and address client needs effectively [55] - The company is optimistic about helping families build their futures through its services [56] Additional Important Insights - **Sales Dynamics**: - Early commitments in the selling season are comparable to the previous year, indicating a positive trend despite some prospects deferring decisions [50][51] - **Return on Investments**: - Investments are expected to yield returns in member engagement, retention, and infrastructure improvements [53]