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What changed in Progyny, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Progyny, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+326 added−356 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-03)

Top changes in Progyny, Inc.'s 2025 10-K

326 paragraphs added · 356 removed · 265 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

74 edited+16 added−69 removed59 unchanged
Biggest changeWe believe our client success services, including our detailed client reporting, play an important role in helping us maintain and strengthen our client relationships. 11 Table of Contents Ease of Integration for Our Clients Once we are selected by an employer to manage their fertility and family building benefit, our solution is easy to implement as part of their broader pre-tax medical benefits package.
Biggest changeOur client success managers support our clients’ day-to-day needs and resolve issues that arise, including benefit awareness and client reporting. We believe our client success services, including our detailed client reporting, play an important role in helping us maintain and strengthen our client relationships.
Robust Data Collection Process We believe that we are the only fertility and family building benefits company to collect data in a timely manner directly from providers on adherence to treatment protocols and clinical outcomes, including single embryo transfer rates, pregnancy rates, miscarriage rates, live birth rates, multiple birth rates, practice patterns, treatment timelines and costs per birth.
Robust Data Collection Process We believe that we are the only fertility and family building benefits company to collect data in a timely manner directly from fertility providers on adherence to treatment protocols and clinical outcomes, including single embryo transfer rates, pregnancy rates, miscarriage rates, live birth rates, multiple birth rates, practice patterns, treatment timelines and costs per birth.
They are responsible for oversight of key clinical issues, including evaluating new fertility treatment diagnostics and procedures to ensure that our benefits design and overall program is comprehensive and designed to drive to the best outcomes.
They are responsible for oversight of key clinical issues, including evaluating new fertility treatment diagnostics and procedures to ensure that our benefits design and overall program is comprehensive and designed to drive the best outcomes.
Assistance Service Reimbursement Programs We also offer an assistance service program where certain services can be offered through a reimbursement program, including adoption, surrogacy, doula, and travel reimbursement when travel is required to receive medical services. We can manage the reimbursement of these expenses for those clients who offer such reimbursement benefits.
Assistance Service Reimbursement Programs We also offer an assistance services program where certain services can be offered through a reimbursement program, including adoption, surrogacy, doula, and travel reimbursement when travel is required to receive medical services. We manage the reimbursement of these expenses for those clients who offer such reimbursement benefits.
Each Smart Cycle has a separate unit value (i.e., some have fractional values and some have whole values). Our clients contract to purchase a cumulative Smart Cycle unit value per eligible member. These can range from one to unlimited cumulative Smart Cycles units.
Each Smart Cycle has a separate unit value (i.e., some have fractional values and some have whole values). Our clients contract to purchase a cumulative Smart Cycle unit value per eligible member. These can range from one to unlimited cumulative Smart Cycle units.
Finally, our data allows us to provide our clients with unique and detailed reports in order to provide full transparency into the utilization of their benefit program, their expenditures and the outcomes delivered and value created.
Finally, this data allows us to provide our clients with unique and detailed reports in order to provide full transparency into the utilization of their benefit program, their expenditures and the outcomes delivered and value created.
We also have downstream Business Associates that perform services for us and are also subject to HIPAA. 17 Table of Contents Other Data Privacy and Cybersecurity Requirements In addition to HIPAA, numerous other federal and state laws, rules, regulations and standards govern the collection, dissemination, use, handling, transfer, processing, access to and confidentiality of personal information, some of which may be applicable to our business.
We also have downstream Business Associates that perform services for us and are also subject to HIPAA. 13 Table of Contents Other Data Privacy and Cybersecurity Requirements In addition to HIPAA, numerous other federal and state laws, rules, regulations and standards govern the collection, dissemination, use, handling, transfer, processing, access to and confidentiality of personal information, some of which may be applicable to our business.
However, it is uncertain how our operations may be impacted by changing political, legislative, and regulatory landscapes and priorities, as well as other factors impacting the healthcare industry. 16 Table of Contents Licensing Requirements Many states have licensure or registration requirements for entities acting as a third-party administrator, or TPA, or pharmacy benefit manager, or PBM.
However, it is uncertain how our operations may be impacted by changing political, legislative, and regulatory landscapes and priorities, as well as other factors impacting the healthcare industry. 12 Table of Contents Licensing Requirements Many states have licensure or registration requirements for entities acting as a third-party administrator, or TPA, or pharmacy benefit manager, or PBM.
While we do not believe any single competitor offers a similarly robust, integrated fertility and family building benefits solution, there are alternative solutions in the market such as the health insurance companies who are able to provide fertility benefits management services as part of their overall administration of a company's health plan and who are our primary competition.
While we do not believe any single competitor offers a similarly robust, integrated fertility and family building benefits solution, there are alternative solutions in the market such as the health insurance companies who are able to provide fertility benefits management services as part of their overall administration of a company’s health plan and who are our primary competitors.
We offer paid parental leave for new parents, with an extension of leave for those with an infant in the NICU, as well as a pregnancy loss leave benefit as an enhancement to our bereavement leave policy, explicitly recognizing the physical, emotional, and mental health impact of a pregnancy loss or failed fertility procedure, adoption or surrogacy.
We offer paid parental leave for new parents, with an extension of leave for those with an infant in the NICU, as well as a pregnancy loss leave benefit as an enhancement to our bereavement leave policy, explicitly recognizing the physical, emotional, and mental health impact of a pregnancy loss or failed fertility procedure, adoption process or surrogacy arrangement.
This review ensures that we are evaluating and covering the latest and most effective fertility treatments and identifying opportunities to improve our plan design, member experience and fertility specialists network standards. Full Service Client Success We provide a dedicated client success team to help ensure that we are delivering superior service.
This review ensures that we are evaluating and covering the latest and most effective fertility treatments and identifying opportunities to improve our plan design, member experience and fertility specialists network standards. Full Service Client Success We provide a dedicated client success team to help ensure that we are delivering superior service to our clients and members.
Capitalize on Embedded Growth Potential within Our Existing Client Base Because of how our revenue model is structured, we believe we are positioned to realize organic revenue growth as our clients and their respective employee bases grow and utilize more fertility treatment services as a result.
Capitalize on Embedded Growth Potential within Our Existing Client Base Because of how our revenue model is structured, we believe we are positioned to realize organic revenue growth as our clients and their respective employee bases grow and utilize more of our services as a result.
Intellectual Property As of December 31, 2024, we had a number of registered trademarks, including Progyny (and design), Smart Cycle an d UnPack It, none of which are subject to any known rights of any third parties, including any impairments, assignments or pledges.
Intellectual Property As of December 31, 2025, we had a number of registered trademarks, including Progyny (and design), Smart Cycle an d UnPack It, none of which are subject to any known rights of any third parties, including any impairments, assignments or pledges.
There are approximately 8,000 employers in the United States who have a minimum of 1,000 employees, who together with the Taft-Hartley populations and federal government populations, represent approximately 106 million potential covered lives in total.
There are approximately 9,000 employers in the United States who have a minimum of 1,000 employees, who together with the Taft-Hartley populations and federal government populations, represent approximately 106 million potential covered lives in total.
Progyny Rx provides members with a simplified authorization process, timely medication delivery and member support from pharmacy clinicians seven days a week. We Provide Meaningful Value to Our Fertility Specialists • Members Supported with a Comprehensive Benefit.
Progyny Rx provides members with a simplified authorization process, timely medication delivery and member support from pharmacy clinicians seven days a week. We Provide Meaningful Value to Our Providers and Specialists • Members Supported with a Comprehensive Benefit.
We believe our sales and marketing capabilities play an important role in informing and educating clients about the additional value and impact we can provide to them and their members by enhancing their benefit program.
We believe our sales and marketing capabilities play an important role in informing and educating clients about the additional value and impact we can provide to them and their members by enhancing their benefits program.
We contract with employers to provide fertility and family building benefits to their employees and covered dependents. We believe our addressable market primarily consists of large self-insured employers as well as labor populations under the Labor Management Relations Act of 1947 (also known as the Taft-Hartley Act) and federal government populations.
We contract with employers to provide women's health and family building benefits to their employees and covered dependents. We believe our addressable market primarily consists of large self-insured employers as well as labor populations under the Labor Management Relations Act of 1947 (also known as the Taft-Hartley Act) and federal government populations.
We believe that we effectively utilize our thorough data collection and analysis process and our unique and robust data set to continuously improve the client and member experience across our platform. Prestigious Medical Advisory Board Our Medical Advisory Board is comprised of nationally recognized fertility specialists who are advancing fertility science and research.
We believe that we effectively utilize our thorough data collection and analysis process and our unique and robust data set to continuously improve the client and member experience across our platform. 8 Table of Contents Prestigious Medical Advisory Board Our Medical Advisory Board is comprised of nationally recognized fertility specialists who are advancing fertility science and research.
We believe the combination of these factors results in meaningful and sustainable embedded growth potential well into the future. 14 Table of Contents Expansion of Progyny Benefits Solutions within Our Existing Client Base We expect to see further growth from existing clients that add incremental services to their fertility benefits program.
We believe the combination of these factors results in meaningful and sustainable embedded growth potential well into the future. Expansion of Progyny Benefits Solutions within Our Existing Client Base We expect to see further growth from existing clients that add incremental services to their fertility benefits program.
We Provide Measurable Value to Our Employer Clients • Substantial and Measurable Financial Value. Our superior clinical outcomes drive savings in both upfront fertility treatment costs (due to our higher live birth rates) as well as subsequent maternity and NICU expenses for our clients (due to our lower multiple birth rates). • Progyny Rx Savings.
We Provide Measurable Value to Our Employer Clients • Substantial and Measurable Financial Value. Our superior clinical outcomes drive savings and total cost management in both upfront fertility treatment costs (due to our higher live birth rates) as well as subsequent maternity and NICU expenses for our clients (due to our lower multiple birth rates). • Progyny Rx Savings.
We currently have contracts to provide coverage to approximately 6.7 million employees and their covered dependents (known in our industry as covered lives, and to whom we refer to as our members).
We currently have contracts to provide coverage to approximately 7.2 million employees and their covered dependents (known in our industry as covered lives, and to whom we refer to as our members).
Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page of our website. 19 Table of Contents
Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page of our website. 16 Table of Contents
Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K. Available Information We file electronically with the SEC our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K (including amendments to those reports), proxy statements and other information.
Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K. 15 Table of Contents Available Information We file electronically with the SEC our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K (including amendments to those reports), proxy statements and other information.
The success and effectiveness of our sales team is evidenced by the addition of over 80 new clients in 2024, and the fact that a majority of our current clients terminated their prior fertility benefit to switch to Progyny. We generate client leads, accelerate sales opportunities and build brand awareness through our marketing programs.
The success and effectiveness of our sales team is evidenced by the addition of over 70 new clients in 2025, and the fact that a majority of our current clients terminated their prior fertility benefit to switch to Progyny. We generate client leads, accelerate sales opportunities and build brand awareness through our marketing programs.
We have retained substantially all of our clients since we launched our fertility benefits solution, and our member satisfaction is evidenced by our most recent industry-leading Net Promoter Score, or NPS, of +79 for our fertility benefits solution and +84 for Progyny Rx, our integrated pharmacy benefits solution, as of December 31, 2024.
We have retained substantially all of our clients since we launched our fertility benefits solution, and our member satisfaction is evidenced by our most recent industry-leading Net Promoter Score, or NPS, of +81 for our fertility benefits solution and +79 for Progyny Rx, our integrated pharmacy benefits solution, as of December 31, 2025.
We estimate that the market for fertility treatments in the United States will continue to grow, especially as current estimates of the market exclude those individuals who do not have access to a comprehensive family building benefit and, as a result, do not seek treatment for infertility.
We estimate that the market for women’s health and family building benefits in the United States will continue to grow, especially as current estimates of the market exclude those individuals who do not have access to a comprehensive family building benefit and, as a result, do not seek treatment for infertility.
We believe we compete favorably based on the following competitive factors: • the value and comprehensiveness of the benefits solution and superior outcomes for members; • benefits plan design; • access for all employees and their covered dependents; 15 Table of Contents • equitable access to care across geographic areas; • treatment plans that maximize effectiveness and achieve desired outcomes; • member experience, including unlimited dedicated patient education, clinical guidance and emotional support; • access to a network of high-quality fertility specialists; • data reporting and sharing; and • access to an integrated pharmacy solution.
We believe we compete favorably based on the following factors: the value and comprehensiveness of our benefit solutions and superior outcomes for members; benefits plan design; access for all employees and their covered dependents; equitable access to care across geographic areas; treatment plans that maximize effectiveness and achieve desired outcomes; member experience, including unlimited dedicated patient education, clinical guidance and emotional support; access to a network of high-quality providers and specialists; data reporting and sharing; and access to an integrated pharmacy solution.
ITEM 1. BUSINESS Overview We envision a world where everyone can realize their dreams of family and ideal health. Our mission is to empower healthier, supported journeys through transformative fertility, family building and women's health benefits.
ITEM 1. BUSINESS Overview Progyny is a global leader in women’s health and family building solutions. We envision a world where everyone can realize their dreams of family and ideal health. Our mission is to empower healthier, supported journeys through transformative fertility, family building and women’s health benefits.
Additionally, we believe that our expanding presence has resulted in a heightened awareness of fertility benefits and has informed the market of the value we provide to our employer clients and our members, which we believe also helps facilitate growth.
Additionally, we believe that our expanding presence has resulted in a heightened awareness of women’s health and family building benefits and has informed the market of the value we provide to our employer clients and our members, which we believe also helps facilitate growth.
In the 2024 sales cycle, more clients, with benefits going live in 2025, have opted for comprehensive coverage, with substantially all of our new clients electing Progyny Rx, multiple Smart Cycles and/or egg-freezing. Competitive Landscape We believe we are the leader in the market for employer-sponsored fertility benefits and family building solutions.
In the 2025 sales cycle, substantially all of our new clients with benefits going live in 2026 opted for comprehensive coverage, electing Progyny Rx, multiple Smart Cycles and/or egg-freezing. Competitive Landscape We believe we are the leader in the market for employer-sponsored women’s health and family building solutions.
Overall, we believe our market opportunity is substantial and is continuing to grow as a result of the rising demand for fertility benefits solutions, the lack of adequate offerings in the market today and the increased awareness of the challenges of infertility that we are helping to drive.
Overall, we believe our market opportunity is substantial and is continuing to grow as a result of the rising demand for women’s health and family building benefits solutions, the lack of adequate offerings in the market today and the increased awareness of the challenges of women’s health that we are helping to drive.
New Services and Addressable Markets to Enhance the Depth and Breadth of Our Comprehensive Family Building Offering As we continue to grow and expand our client base, we are continually evaluating the latest evolving trends to identify ways we can better serve the needs of existing and potential clients and their employees.
New Services and Addressable Markets to Enhance the Depth and Breadth of Our Comprehensive Offerings As we continue to grow and expand our client base, we continually evaluate the latest evolving trends to identify ways we can better serve the needs of existing and potential clients and their employees.
Our members receive access to our selective Center of Excellence network of high-quality providers that includes over 1,050 fertility specialists who practice at over 650 provider clinic locations throughout the United States and over 1,140 specialists in total when including reproductive urologists.
Our members have access to our selective Center of Excellence network of high-quality providers that includes over 1,100 fertility specialists who practice at over 690 provider clinic locations throughout the United States and over 1,190 specialists in total when including reproductive urologists.
Value Proposition We believe that our competitive success is a function of our ability to concurrently: (1) provide tangible financial value to our clients; (2) deliver a better and more supported fertility journey to our members; and (3) provide value to, and work collaboratively with, the nation’s leading fertility specialists.
Value Proposition We believe that our competitive success is a function of our ability to concurrently: (1) provide tangible financial value to our clients through total cost management; (2) deliver better and more supported journeys to our members; and (3) provide value to, and work collaboratively with, the nation’s leading providers and specialists.
Importantly, as we have continued to grow, we have meaningfully diversified our client base across an array of different industries. We believe that our employer clients are thought leaders in their respective industries and are creating a network effect that is helping to drive more widespread adoption of fertility benefits in their specific industries.
As we have grown, we have meaningfully diversified our client base across an array of different industries. We believe that our employer clients are thought leaders in their respective industries and are creating a network effect that is helping to drive more widespread adoption of women’s health and family building benefits in their specific industries.
“Risk Factors—Risks Related to Our Business and Industry—Our business experiences seasonality, which may cause fluctuations in our sales and results of operations” of this Annual Report on Form 10-K. Employees and Human Capital As of December 31, 2024, we had 680 employees, of which 675 were full-time.
“Risk Factors—Risks Related to Our Business and Industry—Our business experiences seasonality, which may cause fluctuations in our sales and results of operations” of this Annual Report on Form 10-K. 14 Table of Contents Employees and Human Capital As of December 31, 2025, we had 856 employees, of which 835 were full-time.
Our single treatment and medication authorization process reduces the administrative burden, creating an efficient pharmacy solution for our members and their fertility specialists. Progyny Rx reduces dispensing and delivery time to two days to eliminate the risk of missed treatment cycles. Our single medication authorization and delivery process ensures that our members will not miss or delay cycles.
Our single treatment and medication authorization process reduces the administrative burden, creating an efficient pharmacy solution for our members and their fertility specialists. Progyny Rx reduces dispensing and delivery time to eliminate the risk of missed treatment cycles.
We provide our members with high-touch, end-to-end concierge support, including logistical assistance, clinical guidance and emotional support through our PCAs and our in-house clinical staff. • Access to Selective, Premier Fertility Specialist Network.
We provide our members with high-touch, end-to-end concierge support, including logistical assistance, clinical guidance and emotional support through our PCAs and our in-house clinical staff. • Access to Selective, Premier Fertility Specialist Network. Our solution provides members with access to the nation’s leading fertility specialists. • Integrated Pharmacy Benefits Solution.
Solutions We are redefining effective fertility and family building benefits through our purpose-built, data-driven and disruptive platform through which we offer our fertility benefits and Progyny Rx solutions. Our innovative and comprehensive fertility solution has proven to be simultaneously beneficial for our clients, our members and our network of fertility specialists.
Solutions We are redefining women's health and family building benefits through our purpose-built, data-driven and disruptive platform through which we offer our benefits solutions. Our innovative and comprehensive solutions have proven to be simultaneously beneficial for our clients, our members and our network of providers and specialists.
The insights from our data also enable us to actively manage our fertility specialist network and ensure that our fertility specialists are utilizing best practices and optimizing outcomes. The data collection process also includes extensive member surveys, which allow us to understand and improve our member experience and satisfaction.
This data also informs decisions across our platform, from services covered to our fertility network standards and enables us to actively manage our fertility specialist network and ensure that our fertility specialists are utilizing best practices and optimizing outcomes. The data collection process also includes extensive member surveys, which allow us to understand and improve our member experience and satisfaction.
Fertility specialists who are invited to join our network must meet and maintain rigorous credentialing standards and quality thresholds that we set for inclusion in our network to ensure that our members receive the highest quality care.
Fertility specialists who are invited to join our network must meet and maintain rigorous credentialing standards and quality thresholds that we set for inclusion in our network to ensure that our members receive the highest quality care. Our national network serves members in virtually every state, providing extensive geographic coverage to our national employers.
Our data is used to understand the utilization of our benefits, our provider clinics’ adherence to best practices and the outcomes produced by each clinic and across our network. This data informs decisions across our platform, from services covered to our fertility network standards.
This data is used to understand the utilization of our benefits, our provider clinics’ adherence to best practices and the outcomes produced by each clinic and across our network.
In addition to our fertility benefits solution, we offer an integrated pharmacy benefits solution, Progyny Rx, which can be added by our clients. Progyny Rx provides our members with access to the medications needed during their fertility treatment.
Progyny Rx, an Integrated Pharmacy Benefits Solution Progyny Rx is our integrated pharmacy benefits solution that can be added by clients that utilize our fertility benefits solution. This solution provides our members with access to the medications needed during their treatment.
Through our differentiated approach to benefits plan design, patient education and support and active network management, our clients’ employees are able to pursue the most effective treatment from the best fertility specialists and achieve optimal outcomes in a cost-efficient manner, while our clients and members achieve savings in upfront treatment costs as well as reduced maternity and NICU expenses. 9 Table of Contents Fertility Benefits Solution Differentiated Benefits Plan Design The innovative Smart Cycle is our proprietary, easy-to-understand fertility benefits design.
Through our differentiated approach to benefits plan design, member education and support and active network management, our clients’ employees are able to pursue the most effective treatment from the best providers and specialists and achieve optimal outcomes in a cost-efficient manner, while our clients and members achieve savings in upfront treatment costs as well as reduced maternity and neonatal intensive care unit, or NICU, expenses. 6 Table of Contents Fertility Benefits Solution Differentiated Benefits Plan Design In order to simplify the process for our members, we offer our proprietary Smart Cycle approach.
In 2010, we changed our name to Auxogen, Inc. and in 2015 we changed our name to Progyny, Inc. Our principal executive offices are located at 1359 Broadway, New York, New York 10018, and our telephone number is (212) 888-3124. Our website address is www.progyny.com .
Our principal executive offices are located at 1359 Broadway, New York, New York 10018, and our telephone number is (212) 888-3124. Our website address is www.progyny.com .
Our members experience healthier pregnancies (with significantly increased utilization of single embryo transfer) and superior rates of pregnancy and live births, as well as reduced rates of miscarriages and multiple births, saving valuable time and money and limiting personal and professional disruption. 12 Table of Contents Outcome National Averages for All Provider Clinics Progyny In-Network Provider Clinic Averages for All Patients Progyny In-Network Provider Clinic Averages for Progyny Members Only (3) Live birth rate per attempted retrieval (2) 34.9 % 36.8 % 46.7 % Single embryo transfer rate (1) 78.9 % 80.8 % 96.6 % Pregnancy rate per IVF transfer (1) 54.3 % 55.6 % 60.8 % Miscarriage rate (1) 18.2 % 17.9 % 14.4 % Live birth rate per transfer (2) 42.2 % 43.2 % 52.1 % IVF multiples rate (2) 5.8 % 5.4 % 2.1 % (1) Calculated based on the Society for Assisted Reproductive Technology, or SART, 2021 National Summary Report, finalized in 2024.
Outcome National Averages for All Provider Clinics Progyny In-Network Provider Clinic Averages for All Patients Progyny In-Network Provider Clinic Averages for Progyny Members Only (3) Live birth rate per attempted retrieval (2) 34.9 % 36.8 % 46.7 % Single embryo transfer rate (1) 78.9 % 80.8 % 96.6 % Pregnancy rate per IVF transfer (1) 54.3 % 55.6 % 60.8 % Miscarriage rate (1) 18.2 % 17.9 % 14.4 % Live birth rate per transfer (2) 42.2 % 43.2 % 52.1 % IVF multiples rate (2) 5.8 % 5.4 % 2.1 % 9 Table of Contents (1) Calculated based on the Society for Assisted Reproductive Technology, or SART, 2021 National Summary Report, finalized in 2024.
For example, a client can expand the fertility benefits they offer to their employees by increasing the number of Smart Cycles they contract for, and they can expand the solutions they offer by adding our new preconception, maternity and postpartum offering and menopause and midlife care offering.
For example, a client can expand the fertility benefits they offer to their employees by increasing the number of Smart Cycles they contract for, and they can expand the solutions they offer by adding our new solutions in pregnancy and postpartum, menopause and midlife, benefit and leave navigation and parent and child wellbeing.
Our clients include many of the nation’s most prominent employers across a broad array of industries. We launched our fertility benefits solution in 2016 with our first five employer clients, and we have grown our current base of clients to more than 530 employers, each with at least 1,000 covered lives.
Today, we have grown our current base of clients to more than 590 employers, each with at least 1,000 covered lives. Our clients include many of the nation’s most prominent employers across a broad array of industries.
We believe it is important to give back and promote community outreach and support through corporate giving, charitable matching, and employee volunteerism in the communities in which we live and work.
We believe it is important to give back and promote community outreach and support through corporate giving, charitable matching, and employee volunteerism in the communities in which we live and work. We allow flexible work hours to accommodate employee volunteer opportunities and attendance at company-sponsored charitable events.
Market Opportunity We believe we have a significant opportunity to provide employers with a superior comprehensive solution that addresses the unique challenges and complexities of fertility treatment and related fertility pharmacy services.
Market Opportunity We believe we have a significant opportunity to provide employers with a superior comprehensive solution that addresses the unique challenges and complexities of women’s health and family building benefits.
Our Smart Cycle plan design allows members equitable access to the treatment they need and is designed to drive superior outcomes and reduce both upfront treatment expenses and subsequent costs.
The innovative Smart Cycle is our proprietary, easy-to-understand fertility benefits design. It provides members with equitable access to the treatment they need and is designed to drive superior outcomes and reduce both upfront treatment expenses and subsequent costs.
We are redefining fertility and family building benefits, proving that a comprehensive fertility solution can simultaneously benefit employers, members and providers. We believe the value proposition we deliver to all of these constituents is key to our success and growth.
We are transforming women’s health benefits, proving that comprehensive, inclusive, and intentionally designed solutions can simultaneously benefit employers, members and providers. We believe the value proposition we deliver to all of these constituents is key to our success and growth.
We believe our platform provides our members with best-in-class support services to help them navigate their fertility and family building journeys. Selective Network of High-Quality Fertility Specialists We have utilized our deep industry knowledge and the insights derived from our data analytics platform to establish and actively manage a national network of leading fertility specialists in the United States.
Selective Network of High-Quality Fertility Specialists We have utilized our deep industry knowledge and the insights derived from our data analytics platform to establish and actively manage a national network of leading fertility specialists in the United States.
Through our differentiated approach to benefits plan design, member education and support and active network management, our clients’ employees are able to pursue the most effective treatment across life's milestones from the best providers and achieve optimal outcomes. Progyny is a leading benefits management company specializing in fertility, family building and women's health benefits solutions in the United States.
Through our differentiated approach to benefits plan design, member education and support and active network management, our clients’ employees are able to pursue the most effective treatment across life’s milestones from the best providers and specialists and achieve optimal outcomes.
Members can choose their preferred provider clinics within our network and utilize their Smart Cycles for whichever treatments they and their fertility specialists determine to be necessary throughout their fertility journey.
Members have access to our selective network of high-quality fertility specialists and can choose their preferred provider clinics within our network and utilize their Smart Cycles for whichever treatments they and their fertility specialists determine to be necessary throughout their fertility journey, providing our members with tailored treatments that result in optimal clinical outcomes.
Given the importance of the timely use of medication to the success of fertility treatments, and the complexity involved in administering the medications, we believe Progyny Rx provides a differentiated and effective pharmacy solution for our clients and their employees.
Given the importance of the timely use of medication to the success of fertility treatments, and the complexity involved in administering the medications, we believe Progyny Rx provides a differentiated and effective pharmacy solution for our clients and their employees. 7 Table of Contents Pregnancy and Postpartum Solution Our pregnancy and postpartum solution offers comprehensive support from pregnancy through postpartum and return-to-work, improving outcomes, reducing complications, and supporting a healthier workforce.
Progyny Rx delivers unit cost savings to our clients based on a reduction in unnecessary quantities of medication dispensed. • Employee Productivity and Retention. Our solution addresses employee absenteeism, poor productivity, and the lack of employee retention driven by the stress of suffering from infertility (and undergoing fertility treatment) as well as the return-to-work issues related to multiple births.
Progyny Rx delivers unit cost savings to our clients based on a reduction in unnecessary quantities of medication dispensed. • Employee Productivity and Retention. Our solutions address employee absenteeism, poor productivity, and the lack of employee retention as well as the return-to-work issues. • Appeal to Existing and Prospective Employees.
Smart Cycles are available to be utilized across all employee groups, including populations not typically covered. • Equitable Access to Care. Our Smart Cycle design ensures members receive fair and balanced access to care that is not dependent on where members live, how expensive a fertility specialist is or which specific treatments are required. • High-Touch Concierge Member Experience.
Our benefit plan design ensures members receive fair and balanced access to care that is not dependent on where members live, how expensive a provider is or which specific treatments are required. • High-Touch Concierge Member Experience.
We also include the Progyny benefit as part of our benefits offerings, allowing our employees to realize their dreams of family and ideal health.
We also include Progyny benefits as part of our offerings, allowing our employees to access comprehensive women’s and family health suppor t .
Our Smart Cycle design ensures that members always have coverage for a full treatment cycle as their access to treatment is not limited by a dollar maximum that could be exhausted mid-treatment. Additionally, members have access to the latest technologies and procedures, which are reviewed and approved by our Medical Advisory Board. • Access for All Employees and Dependents.
Our Smart Cycle design ensures that members always have coverage for a full treatment cycle as their access to treatment is not limited by a dollar maximum that could be exhausted mid-treatment. • Access for All Employees and Dependents. Our solutions are available to be utilized across all employee groups, including populations not typically covered. • Equitable Access to Care.
Our current clients, who are leaders across both high-growth and mature industries and range in size from at least 1,000 to 600,000 employees, represent approximately 6.7 million lives under contract.
Our current clients, who are leaders across both high-growth and mature industries and range in size from at least 1,000 to 300,000 employees, represent approximately 7.2 million lives under contract. 11 Table of Contents Substantially all of our clients have renewed their benefits management contracts since our fertility benefit offering launched in 2016.
To date, we have identified several ways we believe we can potentially expand our comprehensive family building offering, our addressable market, and our client base in the future, including the addition of our new preconception, maternity and postpartum offering and menopause and midlife care offering.
To date, we have identified several ways we believe we can expand our comprehensive benefit offerings, our addressable market, and our client base in the future, including through acquisitions and the addition of new solutions, such as pregnancy and postpartum, menopause and midlife, benefit and leave navigation, and parent and child wellbeing.
We are united around our mission and committed to our shared values of passion, collaboration, innovation, integrity and growth. 18 Table of Contents Our people strategy is primarily focused on culture and engagement, competitive compensation and development, and community outreach and support. • Culture and Engagement.
Our employees are our most important asset, and our culture is key to our success. We are united around our mission and committed to our shared values of curiosity, respect, excellence, accountability, tenacity, and empathy. Our people strategy is primarily focused on culture and engagement, competitive compensation and development, and community outreach and support. • Culture and Engagement.
We have clients in the technology, consumer retail, e-commerce, industrial, healthcare, media, insurance, legal, food and beverage, financial services, life sciences, professional services, government services, union, energy, manufacturing, logistics, transportation, aerospace, real estate, nonprofit and hospitality sectors. Substantially all of our clients have renewed their benefits management contracts since our initial benefit offering launched in 2016.
Clients We currently have contracts to serve over 590 employers in the United States across more than 40 industries, including technology, consumer retail, e-commerce, industrial, healthcare, media, insurance, legal, food and beverage, financial services, life sciences, professional services, government services, union, energy, manufacturing, logistics, transportation, aerospace, real estate, nonprofit and hospitality sectors.
We allow flexible work hours to accommodate employee volunteer opportunities and attend company-sponsored charitable events and continue to develop partnerships with community organizations that align with our priorities in fertility, family building and equity in healthcare. Our Corporate Information We were incorporated in Delaware in 2008 under the name Auxogen Bioscience, Inc.
We also continue to develop partnerships with community organizations that align with our priorities in women's health and healthcare equity. Our Corporate Information We were incorporated in Delaware in 2008 under the name Auxogen Bioscience, Inc. In 2010, we changed our name to Auxogen, Inc. and in 2015 we changed our name to Progyny, Inc.
Growth Strategy Expand Our Client Base We intend to continue increasing our client base of self-insured employers in the United States by leveraging our experienced sales team and strong relationships with benefits consultants.
Fertility specialists in our network often experience an increase in patient volume, and because of our comprehensive benefits design, an increase in the number of patients who progress from consultation to treatment. 10 Table of Contents Growth Strategy Expand Our Client Base We intend to continue expanding our client base of self-insured employers in the United States by leveraging our experienced sales team and strong relationships with benefits consultants.
Once a Smart Cycle treatment is authorized, fertility specialists within our network are able to prescribe the optimal treatment plan without any need for pre-certification or pre-authorization. • Superior Clinical Outcomes. Outcomes for Progyny members across our fertility specialist network are superior to the average outcomes that the same provider clinics report to the CDC for all of their patients.
Outcomes for Progyny members across our fertility specialist network are superior to the average outcomes that the same provider clinics report to the CDC for all of their patients.
We produce clinic scorecards quarterly with key performance indicators that allow fertility specialists to compare their results with peer averages. • Higher Volumes and Improved Financial Performance. Fertility specialists in our network often experience an increase in patient volume, and because of our comprehensive benefits design, an increase in the number of patients who progress from consultation to treatment.
We produce clinic scorecards quarterly with key performance indicators that allow fertility specialists to compare their results with peer averages. • Higher Volumes and Improved Financial Performance.
We work with our clients to determine what expenses related to adoption or surrogacy or any other elected benefit will be covered under their plan, thereby alleviating their administrative burden.
We work with our clients to determine what expenses related to adoption or surrogacy or any other elected benefit will be covered under their plan, thereby alleviating their administrative burden. Global Solution Progyny Global offers expertise, a high-touch partnership model and a compliant framework to deliver on country-specific needs across the fertility, family building and women’s health benefits space.
As such, we estimate that our current member base of 6.7 million covered lives under contract represents a mid-single digit percent of our total market opportunity. Regardless of whether or not these employers currently provide a fertility benefit, we believe they are prospective clients of Progyny.
As such, we estimate that our current member base of 7.2 million covered lives under contract represents a mid-single digit percent of our total market opportunity. As part of our growth strategy, we anticipate expanding our addressable market to include large group fully insured employers.
Our superior clinical outcomes driven by our Smart Cycle plan design include higher rates of pregnancy and live births, as well as lower miscarriage rates and fewer multiple births. Personalized Concierge-Style Member Support Services Our fertility benefits solution provides members with access to significant support services that are crucial to the success of the fertility and family building journey.
Our superior clinical outcomes driven by our Smart Cycle plan design include higher rates of pregnancy and live births, as well as lower miscarriage rates and fewer multiple births. In addition, these clinical outcomes are further reinforced through our pregnancy and postpartum program, which provides support throughout from pregnancy through postpartum.
In addition, our fertility benefits solution clients can purchase our add-on Progyny Rx solution. We introduced Progyny Rx in the third quarter of 2017 and went live with a select number of clients in January 2018. Currently, 91% of our clients under contract are utilizing this solution, including 95% of the clients we signed in fiscal year 2024.
More than 2.7 million members will have access to one or more of our newer solutions. In addition, our fertility benefits solution clients can purchase our add-on Progyny Rx solution. Currently, 92% of our clients under contract are utilizing our Progyny Rx solution, including 97% of the clients we signed in fiscal year 2025.
Our comprehensive member portal, accessible via any desktop or mobile device or via the mobile application, further supports the member experience by providing key educational resources and easy-to-access benefits information to our members. Our members can use the portal to securely message their PCA or access a curated library of videos, articles, podcasts and webinars on fertility and family building.
Our comprehensive member portal further supports the member experience by providing key educational resources and easy-to-access benefits information to our members. We believe our platform provides our members with best-in-class support services to help them navigate their fertility and family building journeys.
Our solutions allow our members to arrive at their fertility specialist with a fully-covered course of treatment and the flexibility to utilize the latest approved technologies and best practices via our comprehensive Smart Cycle benefits plan design.
Our solutions provide our members with access to a comprehensive benefit and the flexibility to utilize the latest approved technologies and best practices. Members are supported by PCAs throughout their journeys. • Superior Clinical Outcomes.
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By empowering our members with education, guidance and financial support, and enabling high-quality fertility specialists to use the latest science and technologies, our solution leads to the development of customized treatment plans that result in optimal clinical outcomes for our members and cost savings for our clients.
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We launched our fertility benefits solution in 2016 with five employer clients and have since expanded our platform to include solutions in pregnancy and postpartum, menopause and midlife, benefit and leave navigation and parent and child wellbeing in order to address the continuum of women’s health.
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In order to simplify the process for our members, we offer our proprietary Smart Cycle approach. Smart Cycles are designed by us to include the medical services required for a member’s full course of treatment, including all necessary diagnostic testing and access to the latest technology.
Added
Our solutions empower members with concierge support, coaching, education, and digital tools; provide access to a premier network of fertility and women’s health specialists who use the latest science and technologies; drive optimal clinical outcomes; and reduce healthcare costs.
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In conjunction with the Smart Cycle plan design, each member who utilizes our benefit has a dedicated Patient Care Advocate, or PCA, who has fertility expertise and provides end-to-end concierge support, including logistical support (i.e., fertility specialist selection, appointment scheduling, treatment authorization and treatment payment), clinical guidance (i.e., treatment options, outcomes statistics and what to expect) and emotional support during the often challenging and unpredictable fertility journey.
Added
Personalized Concierge-Style Member Support Services We provide our members with access to high-touch, end-to-end concierge support, including logistical assistance, clinical guidance and emotional support through our Progyny Care Advocates, or PCAs, and our in-house clinical staff, as well as access to digital tools.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf a professional board in any state determines that the services provided by our PCAs require a license, we may need to conduct additional training and credentialing, replace personnel, obtain additional insurance, pay increased salaries, and suspend PCA services while our personnel obtain the necessary licensure, which may adversely affect our results of operations, our relationships with our clients and members, and cause us to be in breach of our contractual arrangements. 34 Table of Contents HIPAA Privacy and Security Requirements When acting as a “Business Associate” under HIPAA, to the extent permitted by applicable privacy regulations and our contractual arrangements with our clients, we are permitted to use and disclose protected health information to perform our services and for other limited purposes, but other uses and disclosures, such as marketing communications, require written authorization from the member or must meet an exception specified under HIPAA.
Biggest changeIf a professional board in any state determines that the services provided by our PCAs require a license, we may need to conduct additional training and credentialing, replace personnel, obtain additional insurance, pay increased salaries, and suspend PCA services while our personnel obtain the necessary licensure, which may adversely affect our results of operations, our relationships with our clients and members, and cause us to be in breach of our contractual arrangements.
Any of the following risks could materially and adversely affect our business, financial condition and results of operations and the actual outcome of matters as to which forward-looking statements are made in this Annual Report on Form 10-K and could cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment.
Any of the following risks could materially and adversely affect our business, financial condition and results of operations, the actual outcome of matters as to which forward-looking statements are made in this Annual Report on Form 10-K and could cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment.
Factors that have and could continue to contribute to a reduction in the use of our solutions include: reductions in workforce by existing clients; general economic downturns that result in business failures and high unemployment rates; impacts related to public health emergencies; employers no longer offering comprehensive health coverage or offering alternative solutions such as coverage on a voluntary, employee-funded basis; labor shortages at our provider clinics; changes to the taxability of medical benefits; failure to adapt and respond effectively to changes in the medical landscape, laws, regulations and government enforcement priorities, client and member needs, requirements or preferences; premium increases and benefits changes; or negative publicity.
Factors that have and could continue to contribute to a reduction in the use of our solutions include: reductions in workforce by existing clients; general economic downturns that result in business failures and high unemployment rates; impacts related to public health emergencies; employers no longer offering comprehensive health coverage or offering alternative solutions such as coverage on a voluntary, employee-funded basis; labor shortages at our provider clinics; changes to the taxability of medical benefits; failure to adapt and respond effectively to changes in the medical landscape, laws, regulations and government enforcement priorities, or client and member needs, requirements or preferences; premium increases and benefits changes; or negative publicity.
Despite the implementation of security measures, including steps designed to secure our technology infrastructure and sensitive data, we cannot provide assurance that our current information technology system or any updates or upgrades thereto, the current or future information technology systems of the third parties with whom we do business, including our provider clinics, specialty pharmacies or other vendors, are fully protected against malicious intrusion, malware, computer viruses, unauthorized access, natural disasters, terrorism, war, telecommunication and electrical failures, information or data theft or other similar risks.
Despite the implementation of security measures, including steps designed to secure our technology infrastructure and sensitive data, we cannot provide assurance that our current information technology system or any updates or upgrades thereto or the current or future information technology systems of the third parties with whom we do business, including our provider clinics, specialty pharmacies or other vendors, are fully protected against malicious intrusion, malware, computer viruses, unauthorized access, natural disasters, terrorism, war, telecommunication and electrical failures, information or data theft or other similar risks.
In addition, to the extent that any disruption or cybersecurity breach were to result in a loss or inappropriate disclosure of confidential or proprietary information, we could incur liability. We have access to sensitive information relating to members, our employees and our business partners in the ordinary course of our business.
In addition, to the extent that any disruption or cybersecurity breach were to result in a loss or inappropriate disclosure of confidential or proprietary information, we could incur liability. We have access to sensitive information relating to our members, our employees and our business partners in the ordinary course of our business.
Our amended and restated certificate of incorporation and second amended and restated bylaws include provisions that: • authorize our Board of Directors to issue, without further action by stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our Board of Directors and which may be senior to our common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our Board of Directors, the chairperson of our Board of Directors, or our chief executive officer; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our Board of Directors; • establish that our Board of Directors is divided into three classes, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that our directors may be removed for cause only upon the vote of at least 66 and 2/3% of our outstanding shares of voting stock; • provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum; and 42 Table of Contents • require the approval of our Board of Directors or the holders of at least 66 and 2/3% of our outstanding shares of voting stock to amend our second amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation.
Our amended and restated certificate of incorporation and second amended and restated bylaws include provisions that: • authorize our Board of Directors to issue, without further action by stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our Board of Directors and which may be senior to our common stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our Board of Directors, the chairperson of our Board of Directors, or our chief executive officer; 41 Table of Contents • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our Board of Directors; • establish that our Board of Directors is divided into three classes, with each class serving three-year staggered terms; • prohibit cumulative voting in the election of directors; • provide that our directors may be removed for cause only upon the vote of at least 66 and 2/3% of our outstanding shares of voting stock; • provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum; and • require the approval of our Board of Directors or the holders of at least 66 and 2/3% of our outstanding shares of voting stock to amend our second amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation.
Additionally, if we choose to in source any of the services currently handled by a third-party vendor, it may result in technological or operational disruptions. In the current environment, there are numerous and evolving risks to cybersecurity and data privacy, including criminal hackers, hacktivists, denial-of-service, ransomware, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological errors.
Additionally, if we choose to in source any of the services currently handled by a third-party vendor, it may result in technological or operational disruptions. In the current environment, there are numerous and evolving risks to cybersecurity and data privacy, including criminal hackers, hacktivists, denial-of-service attacks, ransomware, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological errors.
See Note 2 – Significant Accounting Policies included in the notes to the consolidated financial statements of this Annual Report on Form 10-K for additional information on recently issued but not yet adopted accounting standards. If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
See Note 2 – Summary of Significant Accounting Policies included in the notes to the consolidated financial statements of this Annual Report on Form 10-K for additional information on recently issued but not yet adopted accounting standards. If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
Moreover, although we take measures to ensure that our employees do not use the confidential or proprietary information or know-how of others in their work for us, we may be subject to claims that we or these employees have used or disclosed intellectual property, including trade secrets or other confidential or proprietary information, of third parties, including such individual’s former employer.
Moreover, although we take measures to ensure that our employees do not use the confidential or proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees have used or disclosed intellectual property, including trade secrets or other confidential or proprietary information, of third parties, including such individual’s former employer.
As the markets in which we participate mature, fertility solutions and services evolve and competitors begin to enter into the market and introduce differentiated solutions or services that are perceived to compete with our solutions, particularly if such competing solutions are adopted by an industry leader in a particular sector, our ability to sell our solutions could be impaired.
As the markets in which we participate mature, fertility solutions and services evolve and competitors begin to enter the market and introduce differentiated solutions or services that are perceived to compete with our solutions, particularly if such competing solutions are adopted by an industry leader in a particular sector, our ability to sell our solutions could be impaired.
Any such transactions that we are able to complete may not result in any synergies or other benefits we had expected to achieve, which could result in impairment charges that could be substantial. In addition, certain transactions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our results of operations.
Any transactions that we are able to complete may not result in any synergies or other benefits we had expected to achieve, which could result in impairment charges that could be substantial. In addition, certain transactions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our results of operations.
The market in which we compete is subject to a changing medical landscape and changing laws, regulations and government enforcement priorities, as well as changing client needs, requirements and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis.
The market in which we compete is subject to a changing medical landscape and changing laws, regulations and government actions and enforcement priorities, as well as changing client needs, requirements and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis.
While we do not believe any competitors have developed a similarly robust data collection, sharing and reporting process at this time, current or future competitors may be successful in doing so in the future. 20 Table of Contents As the market in which we operate matures and more competitors enter the market and introduce differentiated solutions or services that compete with our solutions, our success depends on our ability to: compete effectively in our market, identify and effectively respond to changes in market dynamics and client and member preferences, maintain or increase our market share, and differentiate our offerings by innovating and delivering products and services that provide enhanced value to our clients and members .
While we do not believe any competitors have developed a similarly robust data collection, sharing and reporting process at this time, current or future competitors may be successful in doing so in the future. 17 Table of Contents As the market in which we operate matures and more competitors enter the market and introduce differentiated solutions or services that compete with our solutions, our success depends on our ability to: compete effectively in our market, identify and effectively respond to changes in market dynamics and client and member preferences, maintain or increase our market share, and differentiate our offerings by innovating and delivering products and services that provide enhanced value to our clients and members .
If we fail to maintain an efficient pharmacy distribution network or if there is a disruption to our network of specialty pharmacies or their supply chains, our business, financial condition and results of operations could suffer. The timely delivery of fertility medication is essential for fertility treatments.
If we fail to maintain an efficient pharmacy distribution network or if there is a disruption to our network of specialty pharmacies or their supply chains or business economics, our business, financial condition and results of operations could suffer. The timely delivery of fertility medication is essential for fertility treatments.
While we have contractual relationships with such pharmacy program partners, they in turn often negotiate complex and multi-party pricing structures with other industry participants, and we have no control over the policies and strategies utilized in negotiating these pricing structures.
While we have contractual relationships with such pharmacy program partners, they in turn often negotiate complex, multi-national and multi-party pricing structures with other industry participants, and we have no control over the policies and strategies utilized in negotiating these pricing structures.
Any such acquisition or investment may divert the attention of management and cause us to incur expenses in identifying, investigating and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures.
Any acquisition or investment may divert the attention of management and cause us to incur expenses in identifying, investigating and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures.
The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of this and a variety of factors, some of which are beyond our control, including, but not limited to: • high volume of direct sales into the market by large investors; • stock repurchases by us; • actual or anticipated fluctuations in our financial condition or results of operations; • publications of research or other reports about us or our industry, including those that may contain inaccurate or misleading information, financial estimates about us, or changes in recommendations or withdrawal of research coverage by securities analysts; • changes in the pricing of our solutions and services; • changes in our projected operating and financial results; • general economic, industry, political and market conditions; • changes in laws or regulations applicable to our products and solutions; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • rumors and market speculation involving us or other companies in our industry; • significant data breaches affecting our company, provider clinics, third-party vendors or pharmacy network partners; • our involvement in litigation or threats of litigation against us; • future sales of our common stock by us or our stockholders; • changes in senior management or key personnel; • the trading volume of our common stock; • war, incidents of terrorism, or responses to these events; and • changes in the anticipated future size and growth rate of our market.
The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of this and a variety of factors, some of which are beyond our control, including, but not limited to: • high volume of direct sales into the market by large investors; • stock repurchases by us; • actual or anticipated fluctuations in our financial condition or results of operations; • publications of research or other reports about us or our industry, including those that may contain inaccurate or misleading information, financial estimates about us, or changes in recommendations or withdrawal of research coverage by securities analysts; • changes in the pricing of our solutions and services; • changes in our projected operating and financial results; • general economic, industry, political and market conditions; • changes in laws or regulations applicable to our products and solutions; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • rumors and market speculation involving us or other companies in our industry; • significant data breaches affecting our company, provider clinics, third-party vendors or pharmacy network partners; • our involvement in litigation or threats of litigation against us; • future sales of our common stock by us or our stockholders; • sales and purchases of our common stock by management; • changes in senior management or key personnel; • the trading volume of our common stock; • war, incidents of terrorism, or responses to these events; and 39 Table of Contents • changes in the anticipated future size and growth rate of our market.
We have experienced significant growth since the launch of our fertility benefits solution in 2016. Revenue and our client base may not grow at the same rates they historically have, or they may decline in the future.
Our future revenue and client base may not grow at the rates they historically have, or at all. We have experienced significant growth since the launch of our fertility benefits solution in 2016. Revenue and our client base may not grow at the same rates they historically have, or they may decline in the future.
If we fail to adapt and respond effectively to the changing medical landscape, changing laws, regulations and government enforcement priorities, and changing client needs, requirements or preferences, our offerings may become less competitive.
If we fail to adapt and respond effectively to the changing medical landscape, changing laws, regulations or government actions or enforcement priorities, or changing client needs, requirements or preferences, our offerings may become less competitive.
A significant change in the utilization of our fertility solutions, including the consumption rate or the mix of utilization, could have an adverse effect on our business, financial condition and results of operations.
A significant change in the utilization of our solutions, including the consumption rate or the mix of utilization, could have an adverse effect on our business, financial condition and results of operations.
Federal and state efforts to reform or change aspects of the healthcare industry or to change or create additional legal and regulatory requirements could impact our operations, the use of our solutions and services, and our ability to market new solutions and services, or could create unexpected liabilities for us. 37 Table of Contents PBM operations and business models are highly regulated and subject to frequently changing laws, regulations, government enforcement priorities, negative publicity, industry standards and other requirements.
Federal and state efforts to reform or change aspects of the healthcare industry or to change or create additional legal and regulatory requirements could impact our operations, the use of our solutions and services, and our ability to market new solutions and services, or could create unexpected liabilities for us. 36 Table of Contents PBM operations and business models are highly regulated and subject to frequently changing laws, regulations, government enforcement priorities, negative publicity, industry standards and other requirements.
Furthermore, if a court were to find the exclusive forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may also incur costs associated with resolving such action in other jurisdictions. 43 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Furthermore, if a court were to find the exclusive forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may also incur costs associated with resolving such action in other jurisdictions. 42 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
High-profile cybersecurity breaches at other companies and government agencies have increased in recent years. There is the possibility of targeted cyberattacks by foreign countries or entities that could impact United States government and private companies’ technological infrastructures, some of which we utilize to provide our services.
High-profile cybersecurity breaches at other companies and government agencies have increased in recent years, and there remains the possibility of targeted cyberattacks by foreign countries or entities that could impact United States government and private companies’ technological infrastructures, some of which we utilize to provide our services.
Given that the majority of our clients contract with us for a January 1st benefits plan start date and that the average cost of treatments earlier in the overall treatment process is somewhat lower than the average cost as treatment progresses, our revenue from treatment services tends to grow as the year continues, particularly for new clients.
Given that the majority of our clients contract with us for a January 1 benefits plan start date and that the average cost of treatments earlier in the overall treatment process is somewhat lower than the average cost as treatment progresses, our revenue from treatment services tends to grow as the year continues, particularly for new clients.
In addition, in some markets and geographic areas, certain organizations of physicians or healthcare 31 Table of Contents providers, such as practice management companies (which group together physician practices for administrative efficiency and marketing leverage), accountable care organizations, clinically integrated networks, independent practice associations, and other organizational structures that physicians and other healthcare providers choose may change the way in which these providers do business with us, as well as the competitive landscape.
In addition, in some markets and geographic areas, certain organizations of physicians or healthcare providers, such as practice management companies (which group together physician practices for administrative efficiency and marketing leverage), accountable care organizations, clinically integrated networks, independent practice associations, and other organizational structures that physicians and other healthcare providers choose may change the way in which these providers do business with us, as well as the competitive landscape.
Given our limited number of long-term clients, the loss or dissatisfaction of any client, channel partnership or benefit consulting relationship could substantially harm our brand and reputation, inhibit the adoption of our offering and impair our ability to attract new clients and retain existing clients.
Given our limited number of long-term clients, the loss or dissatisfaction of any client, channel partnership or benefit consulting relationship could substantially harm our brand and reputation, inhibit the adoption of our offerings and impair our ability to attract new clients and retain existing clients.
If we 29 Table of Contents are unable to enter into a license on acceptable terms or at all, we could be forced to cease some aspect of our business operations or be forced to redesign our products or services so that we no longer infringe a third-party's intellectual property rights, which may result in significant cost and delay to us or which redesign could be technically infeasible.
If we are unable to enter into a license on acceptable terms or at all, we could be forced to cease some aspect of our business operations or be forced to redesign our products or services so that we no longer infringe a third-party's intellectual property rights, which may result in significant cost and delay to us or which redesign could be technically infeasible.
We are part of the broader healthcare industry and subject to increasing scrutiny and regulation within our business, including with respect to Progyny Rx’s PBM operations, which may adversely affect our business, financial condition and results of operations.
We are part of the broader healthcare industry and subject to increasing scrutiny, disclosure requirements and regulation within our business, including with respect to Progyny Rx’s PBM operations, which may adversely affect our business, financial condition and results of operations.
The market for our solutions could decline or grow more slowly than we expect, including due to general economic conditions, high unemployment rates, reductions in workforce or employee attrition, impacts related to epidemics, pandemics, and outbreaks of contagious diseases, a decrease in business investments, including spending on 22 Table of Contents employee benefits, and other factors.
The market for our solutions could decline or grow more slowly than we expect, including due to general economic conditions, high unemployment rates, reductions in workforce or employee attrition, impacts related to epidemics, pandemics, and outbreaks of contagious diseases, a decrease in business investments, including spending on employee benefits, and other factors.
We expect to make additional investments as we continue to introduce new solutions and services to enhance our comprehensive family building offering and our technology infrastructure, including systems architecture, scalability, availability, performance and security.
We expect to make additional investments as we continue to introduce new solutions and services that complement our comprehensive family building offering and as we continue to enhance our technology infrastructure, including systems architecture, scalability, availability, performance and security.
Such changes may also impact our ability to offer our products in the same manner to our clients, which may require us to change , reduce, or terminate portions of our business, disqualify us from serving clients in certain states 33 Table of Contents or clients that do business with government entities, or to refund some or all of our service fees or otherwise compensate our clients.
Such changes may also impact our ability to offer our products in the same manner to our clients, which may require us to change , reduce, or terminate portions of our business, disqualify us from serving clients in certain states or clients that do business with government entities, or to refund some or all of our service fees or otherwise compensate our clients.
If we fail to retain one or more members of our management team or other key employees, or fail to attract and retain new personnel, our business and future growth may be negatively impacted. 28 Table of Contents Any litigation against us could be costly and time-consuming to defend and could harm our business, financial condition and results of operations.
If we fail to retain one or more members of our management team or other key employees, or fail to attract and retain new personnel, our business and future growth may be negatively impacted. Any litigation against us could be costly and time-consuming to defend and could harm our business, financial condition and results of operations.
For example, in connection with our audit of the fiscal year 2018 consolidated financial statements, 38 Table of Contents we and our independent registered public accounting firm identified one material weakness in our controls related to the lack of review and oversight of financial reporting, which we determined was remediated as of December 31, 2019.
For example, in connection with our audit of the fiscal year 2018 consolidated financial statements, we and our independent registered public accounting firm identified one material weakness in our controls related to the lack of review and oversight of financial reporting, which we determined was remediated as of December 31, 2019.
We may not be able to protect our rights to these trademarks and trade names, which we need to continue to build name recognition with potential partners or clients in our markets of interest. We may not be able to utilize a portion of our net operating loss or research tax credit carryforwards, which could adversely affect our profitability.
We may not be able to protect our rights to these trademarks and trade names, which we need to continue to build name recognition with potential partners or clients in our markets of interest. We may not be able to utilize a portion of our net operating loss carryforwards, which could adversely affect our profitability.
Any losses, costs or liabilities may not be covered by, or may exceed the coverage limits of, any or all applicable insurance policies. We may not be able to successfully manage our growth, and if we are not able to grow efficiently, our business, financial condition and results of operations could be harmed .
Any losses, costs or liabilities may not be covered by, or may exceed the coverage limits of, any or all applicable insurance policies. 25 Table of Contents We may not be able to successfully manage our growth, and if we are not able to grow efficiently, our business, financial condition and results of operations could be harmed .
This could adversely affect our business, financial condition and scope of operations. 35 Table of Contents Data Protection and Breaches In recent years, there have been a number of well-publicized data breaches involving the improper dissemination of personal information of individuals both within and outside of the healthcare industry.
This could adversely affect our business, financial condition and scope of operations. Data Protection and Breaches In recent years, there have been a number of well-publicized data breaches involving the improper dissemination of personal information of individuals both within and outside of the healthcare industry.
The seasonality of our business could create cash flow management risks if we do not adequately anticipate and plan for periods of comparatively decreased cash flow, which could negatively impact our ability to execute on our 27 Table of Contents strategy, which in turn could harm our results of operations.
The seasonality of our business could create cash flow management risks if we do not adequately anticipate and plan for periods of comparatively decreased cash flow, which could negatively impact our ability to execute on our strategy, which in turn could harm our results of operations.
In addition, specialty pharmacies could face supply chain issues or regulatory delays impacting the availability or distribution of certain fertility medication requiring drug substitutions that could result in higher medical costs or 32 Table of Contents negatively impact our revenues, rebates and results of operations.
In addition, specialty pharmacies could face supply chain issues or regulatory delays impacting the availability or distribution of certain fertility medication requiring drug substitutions that could result in higher medical costs or negatively impact our revenues, rebates and results of operations.
If the information we publish is considered untrue, we may be subject to claims of unfair or deceptive trade practices, which could lead to 36 Table of Contents significant liabilities and consequences, including, costs of defending against litigation or settling claims and loss of existing and future clients .
If the information we publish is considered untrue, we may be subject to claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences, including, costs of defending against litigation or settling claims and loss of existing and future clients .
An inactive market may also impair our ability to raise 40 Table of Contents capital to fund continuing operations through the sale of additional equity securities and may impair our ability to make strategic investments, including acquiring other companies or investing in technologies, using our equity as consideration.
An inactive market may also impair our ability to raise capital to fund continuing operations through the sale of additional equity securities and may impair our ability to make strategic investments, including acquiring other companies or investing in technologies, using our equity as consideration.
In the event the OCR finds that we have failed to comply with applicable HIPAA privacy and security standards, we could face civil and criminal penalties. In addition, OCR performs compliance audits of Covered Entities and Business Associates in order to proactively enforce the HIPAA privacy and security standards.
In the event the OCR finds that we have failed to comply with applicable HIPAA privacy and security standards, we could face civil and criminal penalties. 33 Table of Contents In addition, OCR performs compliance audits of Covered Entities and Business Associates in order to proactively enforce the HIPAA privacy and security standards.
These licenses require us to comply with the rules and regulations of the governmental bodies that issued such licenses, including maintaining certain solvency or bonds requirements.
These licenses require us to comply with the rules and regulations of the governmental bodies that issued such licenses, including maintaining certain solvency or bond requirements.
On February 27, 2025, we issued guidance for the first quarter of 2025 and full year 2025. Our guidance, which consists of forward-looking statements, is qualified by, and subject to, such assumptions, estimates and expectations as of the date such guidance is given and may be revised at a later time, solely in our discretion, as we learn more information.
On February 26, 2026, we issued guidance for the first quarter of 2026 and full year 2026. Our guidance, which consists of forward-looking statements, is qualified by, and subject to, such assumptions, estimates and expectations as of the date such guidance is given and may be revised at a later time, solely in our discretion, as we learn more information.
In addition, in recent years, “anti-ESG” sentiment has gained momentum across the U.S., with several states, Congress, and most recently, the new U.S. presidential administration proposing or enacting 39 Table of Contents “anti-ESG” policies, legislation, or initiatives or issuing related legal opinions, as well as executive actions in response to ESG-related initiatives in the private sector.
In addition, in recent years, “anti-ESG” sentiment has gained momentum across the U.S., with several states, Congress, and most recently, the new U.S. presidential administration proposing or enacting “anti-ESG” policies, legislation, or initiatives or issuing related legal opinions, as well as executive actions in response to ESG-related initiatives in the private sector.
We have a limited operating history with our current platform of solutions, which makes it difficult to predict our future results of operations. We went live with our fertility benefits solution in 2016 and Progyny Rx in 2018.
We have a limited operating history with our current platform of solutions, which makes it difficult to predict our future results of operations. We went live with our fertility benefits solution in 2016, Progyny Rx in 2018 and more recently with our newer solutions.
Further, in future periods, our revenue growth could slow or decline for a number of 23 Table of Contents reasons, including slowing demand for our solutions and fertility benefits in general, change in utilization trends by our members, general economic slowdown, an increase in unemployment rates, increased competition, changes in healthcare trends and regulations, changes to science relating to the fertility market , a decrease in the growth of the fertility market, or our failure to anticipate and adapt to changing market trends and to take advantage of growth opportunities.
Further, in future periods, our revenue growth could slow or decline for a number of reasons, including slowing demand for our solutions and fertility and women's health benefits in general, change in utilization trends by our members, general economic slowdown, an increase in unemployment rates, increased competition, changes in healthcare trends and regulations, changes to science relating to the fertility market , a decrease in the growth of the fertility market, or our failure to anticipate and adapt to changing market trends and to take advantage of growth opportunities.
Similar laws have passed in other states and are continuing to be proposed at the state and federal level, reflecting a trend toward more stringent privacy legislation in the United States. Such laws could potentially impose conflicting requirements that would make compliance more challenging and could lead to additional liability.
Similar laws have passed in other states and are continuing to be proposed at the state and federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging and could lead to additional liability risks.
Accordingly, these shares will be eligible for sale in the public market to the extent such options are exercised and restricted stock units are vested in compliance with applicable securities laws . 41 Table of Contents We expect to issue additional capital stock in the future, which will result in dilution to all other stockholders.
Accordingly, these shares will be eligible for sale in the public market to the extent such options are exercised and restricted stock units are vested in compliance with applicable securities laws. We expect to issue additional capital stock in the future, which will result in dilution to all other stockholders.
Negative conditions in the general economy in the United States and elsewhere, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, inflation, consumer confidence, international trade relations, geopolitical conflict, political turmoil, natural catastrophes, epidemics, pandemics or outbreaks of contagious diseases, warfare and terrorist attacks, could cause a decrease in business investments, including spending on employee benefits, and negatively affect the growth of our business.
Negative conditions in the general economy in the United States and elsewhere, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, inflation, consumer confidence, international trade relations, tariffs, export controls and other trade barriers, global trade wars or domestic preferences, geopolitical conflict, political turmoil, natural catastrophes, epidemics, pandemics or outbreaks of contagious diseases, warfare and terrorist attacks, could cause a decrease in business investments, including spending on employee benefits, and negatively affect the growth of our business.
If we are unable to increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial position, and results of operations will be harmed, and we may not be able to maintain profitability over the long term.
These investments may not result in increased revenue growth in our business. If we are unable to increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial position, and results of operations will be harmed, and we may not be able to maintain profitability over the long term.
Failure to enforce our intellectual property rights could impair our ability to protect our proprietary technology and our brand. Our success depends in part on our ability to protect our brand, trade secrets and confidential information , including unpatented know-how, technology and other proprietary information, and maintaining, defending and enforcing our intellectual property rights.
Our success depends in part on our ability to protect our brand, trade secrets and confidential information , including unpatented know-how, technology and other proprietary information, and maintaining, defending and enforcing our intellectual property rights.
If we are unable to comply with new laws and regulations or provide adequate assistance to our clients who may be subject to such laws or regulations, or if such changes impact our current business model and operations, our business, financial condition and results of operations may be adversely impacted.
If we are unable to comply with new laws and regulations or provide adequate assistance to our clients who may be subject to such laws or regulations, or if such changes impact our current business model and operations, we may be exposed to litigation or other government action and our business, financial condition and results of operations may be adversely impacted.
In addition, a patchwork of state laws and mandates could impact our ability to offer a uniform and streamlined benefit across states, which could reduce efficiency across our business operations and adversely impact our financial performance and our ability to grow in such states.
Such laws could have a material adverse effect on our business and results of operations. In addition, a patchwork of state laws and mandates could impact our ability to offer a uniform and streamlined benefit across states, which could reduce efficiency across our business operations and adversely impact our financial performance and our ability to grow in such states.
The specialty pharmacies in our network could refuse to contract with us, demand higher drug pricing or take other actions that could result in higher medical costs or less attractive services for our members.
The specialty pharmacies in our network could refuse to contract with us, demand higher drug pricing or take other actions in response to industry actions that could result in higher medical costs or less attractive services for our members, thereby limiting our commercial opportunities.
We are unable to predict the effect that such sales may have on the prevailing market price of our common stock. In addition, as of December 31, 2024, there were an aggregate of 18,619,906 and 3,920,377 shares of our common stock subject to outstanding options and unvested restricted stock units, respectively.
We are unable to predict the effect that such sales may have on the prevailing market price of our common stock. In addition, as of December 31, 2025, there were an aggregate of 18,984,966 and 3,778,964 shares of our common stock subject to outstanding options and unvested restricted stock units, respectively.
If adopted, these proposals could affect our business by further restricting PBM practices critical to maintaining current levels of profitability or could impact our ability to meet future financial forecasts. For example, in 2019, the U.S.
If adopted, these proposals could affect our business by further restricting PBM practices critical to maintaining current levels of profitability or could impact our ability to meet future financial forecasts.
We may not achieve anticipated revenue growth from expanding our sales and marketing efforts if we are unable to hire, develop, integrate and retain talented and effective sales personnel, if our new and existing sales personnel, on the whole, are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective. 25 Table of Contents Our future revenue may not grow at the rates they historically have, or at all.
We may not achieve anticipated revenue growth from expanding our sales and marketing efforts if we are unable to hire, develop, integrate and retain talented and effective sales personnel, if our new and existing sales personnel, on the whole, are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.
Any of a variety of changes in that industry, including reductions in workforce or heightened employee attrition, changes in economic conditions, mergers or consolidations, reduced spending on benefits programs and other factors, could adversely affect our business, financial condition and results of operations.
In addition, we generate a significant portion of our revenue from clients in the technology industry. Any of a variety of changes in that industry, including reductions in workforce or heightened employee attrition, changes in economic conditions, mergers or consolidations, reduced spending on benefits programs and other factors, could adversely affect our business, financial condition and results of operations.
Various market considerations, such as the number of competitor medications, the availability of fertility medications and alternative treatment options, and negotiated rates among industry participants, impact the list prices for medications.
Various market considerations, such as the number of competitor medications, the availability of fertility medications and alternative treatment options, negotiated rates among industry participants, cost to import, and distribution of materials and finished products, impact the list prices for medications.
This may adversely impact our ability to standardize our products, solutions, and services across states. State Corporate Practice and Fee-Splitting Prohibitions These laws generally prohibit non-physician entities from practicing medicine, exercising control over physicians or engaging in certain practices such as fee-splitting with physicians. We have structured our operations and contracts with our network providers to comply with such laws.
State Corporate Practice and Fee-Splitting Prohibitions These laws generally prohibit non-physician entities from practicing medicine, exercising control over physicians or engaging in certain practices, such as fee-splitting, with physicians. We have structured our operations and contracts with our network providers to comply with such laws.
We could 30 Table of Contents be subject to state and local taxation, including penalties and interest attributable to prior periods, if a state tax authority where we do not currently file a state tax return successfully asserts that our activities give rise to a taxable nexus.
We could be subject to state and local taxation, including penalties and interest attributable to prior periods, if a state tax authority where we do not currently file a state tax return successfully asserts that our activities give rise to a taxable nexus. Such tax assessments, penalties and interest may adversely affect our results of operations .
Accounting principles generally accepted in the United States are subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles.
Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States. Accounting principles generally accepted in the United States are subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles.
We currently have contracts to serve over 530 employers with at least 1,000 covered lives in the United States across more than 40 industries. For the year ended December 31, 2024, one of our clients accounted for 12% of our total revenue (the "Client"). For the year ended December 31, 2023, the Client accounted for 13% of our total revenue.
We currently have contracts to serve over 590 employers with at least 1,000 covered lives in the United States across more than 40 industries. For the year ended December 31, 2025, none of our clients accounted for more than 10% of our total revenue .
Business Associates must report breaches of unsecured protected health information to Covered Entities within 60 days of discovery of the breach by the Business Associate or its agents or such shorter period as set forth in the applicable Business Associate Agreement.
Notification also must be made to the OCR and, in certain circumstances involving large breaches, to the media. Business Associates must report breaches of unsecured protected health information to Covered Entities within 60 days of discovery of the breach by the Business Associate or its agents or such shorter period as set forth in the applicable Business Associate Agreement.
Although President Biden issued executive orders and federal agencies have issued guidance intended to protect access to reproductive healthcare services, the enactment of certain state laws restricting abortion care and other changes in laws, or in interpretation of laws through court decisions, affecting fertility benefits may conflict with, and ultimately limit, the covered benefits offered by a company to its employees and the types of fertility treatment services available at provider clinics.
The enactment of certain state laws restricting abortion care and other changes in laws, or in interpretation of laws through court decisions, affecting fertility benefits may conflict with, and ultimately limit, the covered benefits offered by a company to its employees and the types of fertility treatment services available at provider clinics.
Our growth depends in part on the success of our strategic relationships with, and monitoring of, third parties, including channel partners and vendors, as well as insurance carriers. In order to grow our business, we anticipate that we will continue to depend on our relationships with third parties, including channel partners, vendors and insurance carriers, among others.
In order to grow our business, we anticipate that we will continue to depend on our relationships with third parties, including channel partners, vendors and insurance carriers, among others.
Our effective tax rate could be impacted due to several factors, including, but not limited to: • changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates; • changes in tax laws, tax treaties, or regulations or the interpretation of them (such as the Inflation Reduction Act, which, among other changes, introduced a 15% corporate minimum tax on certain United States corporations and a 1% excise tax on certain stock redemptions by United States corporations); • changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business; • the outcome of future tax audits, examinations, or administrative appeals; • limitations or adverse findings regarding our ability to do business in some jurisdictions; and • discrete impact tax items, including items resulting from the amount and timing of equity exercises and our stock price.
Our effective tax rate could be impacted due to several factors, including, but not limited to: • changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates; 28 Table of Contents • changes in tax laws, tax treaties, or regulations or the interpretation of them (such as the One Big Beautiful Bill Act, which, among other changes, makes permanent the immediate expensing of certain domestic research and development costs and 100% bonus depreciation for eligible property); • changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business; • the outcome of future tax audits, examinations, or administrative appeals; • limitations or adverse findings regarding our ability to do business in some jurisdictions; and • discrete impact tax items, including items resulting from the amount and timing of equity exercises and our stock price.
Future issuances of our stock could cause an “ownership change.” Any future ownership change, which could be outside of our control, could also have a material effect on the use of our net operating loss carryforwards or other tax attributes existing at the time of the ownership change, which could adversely affect our profitability .
Similar rules may apply under state tax laws. Future issuances of our stock could cause an “ownership change.” Any future ownership change, which could be outside of our control, could affect the use of our net operating loss carryforwards or other tax attributes existing at the time of the ownership change, which could adversely affect our profitability .
Our estimates of the market opportunity for our services are based on the assumption that the purpose-built, data-driven and disruptive fertility benefits platform with the Smart Cycle plan design we offer will continue to be attractive to employers.
Our estimates of the market opportunity for our services are based on the assumption that the purpose-built, data-driven and disruptive fertility benefits platform with the Smart Cycle plan design we offer will continue to be attractive to employers. Employers may pursue alternatives or may not see the value in providing enhanced fertility-related coverage and services to their employees.
Business of this Annual Report on Form 10-K. Changes in State and Federal Laws Related to Reproductive Rights and Fertility Benefits State and federal legislation has been adopted or proposed that would impact our business operations, products, and solutions. In the absence of overarching federal law, states are increasingly proposing or adopting laws that directly or indirectly impact our operations.
Business of this Annual Report on Form 10-K. 32 Table of Contents Changes in State and Federal Laws Related to Reproductive Rights and Fertility Benefits State and federal legislation has been adopted or proposed that would impact our business operations, products, and solutions.
Most states require holders of personal information to maintain safeguards and take certain actions in response to a data breach, such as providing prompt notification of the breach to affected individuals or the state’s attorney general. In some states, these laws are limited to electronic data, but states increasingly are enacting or considering stricter and broader requirements.
Most states require holders of personal information to maintain safeguards and take certain actions in response to a data breach, such as providing prompt notification of the breach to affected individuals or the state’s attorney general.
Ass’n in December 2020 held that an Arkansas state law requiring PBMs to reimburse pharmacies at a price equal to or greater than the price pharmacies pay in purchasing medications from a wholesaler was not preempted by ERISA.
Ass’n in December 2020 held that an Arkansas state law requiring PBMs to reimburse pharmacies at a price equal to or greater than the price pharmacies pay in purchasing medications from a wholesaler was not preempted by ERISA. The Supreme Court’s ruling in Rutledge and other recent rulings solidify the legality of state-level legislation regulating PBMs.
The future performance of our business will depend in large part on our ability to design and implement market appropriate strategic initiatives, some of which will occur over several years in a dynamic industry. If these initiatives do not achieve their objectives, our results of operations could be adversely affected.
The future performance of our business will depend in large part on our ability to design and implement market appropriate strategic initiatives, some of which will occur over several years in a dynamic industry.
In June 2022, the FTC announced an inquiry into the role of PBMs and stated its intent to closely scrutinize the impact of PBM rebates and fees on patients and payers. In September 2024, the FTC filed actions against certain PBMs related to their rebate practices. The Supreme Court’s decision in Rutledge v. Pharm. Care Mgmt.
In July 2024, the FTC released its interim staff report on PBMs and the impact of PBM rebates and fees on patients and payers. In September 2024, the FTC filed actions against certain PBMs related to their rebate practices. The Supreme Court’s decision in Rutledge v. Pharm. Care Mgmt.
See “Risks Related to Legal and Regulatory Requirements—We operate in a highly regulated industry and must comply with a significant number of evolving legal and regulatory requirements, as well as complex judicial mandates, which could have an adverse impact on our business—Data Protection and Breaches.” If we fail to offer high-quality support, our reputation could suffer.
See “Risks Related to Legal and Regulatory Requirements—We operate in a highly regulated industry and must comply with a significant number of evolving legal and regulatory requirements, as well as complex judicial mandates, which could have an adverse impact on our business—Data Protection and Breaches.” Our use of artificial intelligence may subject us to new or heightened legal, regulatory, ethical, operational or other challenges.
If we fail to maintain and enhance our brand, our ability to expand our client base will be impaired, and our business, financial condition and results of operations may suffer.
If these initiatives do not achieve their objectives, our results of operations could be adversely affected. 26 Table of Contents If we fail to maintain and enhance our brand, our ability to expand our client base will be impaired, and our business, financial condition and results of operations may suffer.
Further, the consolidation of pharmaceutical manufacturers, shortages of drugs provided by such manufacturers, the termination or material alteration of our contractual relationships, or our failure to renew such contracts on favorable terms could also have a material adverse effect on our business and results of operations.
Further, the consolidation of pharmaceutical manufacturers, shortages of drugs provided by such manufacturers, the termination or material alteration of our contractual relationships, or our failure to renew such contracts on favorable terms could also have a material adverse effect on our business and results of operations. 31 Table of Contents Our marketing efforts depend on our ability to maintain our relationships with benefits consultants and receive positive references from our existing clients, channel partners and benefits consultants.
Our clients can expand the benefits they offer their employees in a number of ways, including by adding egg freezing, increasing the number of Smart Cycle units, and adding our Progyny Rx solution or any of our other solutions and services. 21 Table of Contents We went live with Progyny Rx in 2018, and 91% of our current clients have now launched this solution, including approximately 95% of the clients we signed in 2024.
Our clients can expand the benefits they offer their employees in a number of ways, including by adding egg freezing, increasing the number of Smart Cycle units, and adding our Progyny Rx solution or any of our other solutions and services.
Such entities may have statutory, contractual, or other legal rights to terminate contracts with us or our partners due to a default or for other reasons. Any such termination may adversely affect our reputation, business, financial condition and results of operations .
Such entities may have statutory, contractual, or other legal rights to terminate contracts with us or our partners due to a default or for other reasons.
Our marketing efforts also depend significantly on our ability to call on our current clients, channel partners and benefits consultants to provide positive references to new, potential clients.
If we fail to maintain our relationships with benefits consultants, our marketing efforts, business and profitability would be adversely impacted. Our marketing efforts also depend significantly on our ability to call on our current clients, channel partners and benefits consultants to provide positive references to new, potential clients.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity program is overseen by our Chief Information Security Officer, who receives reports from our cybersecurity team and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our Chief Information Security Officer and cybersecurity team are experienced information systems security professionals and information security managers with many years of experience.
Biggest changeOur cybersecurity program is overseen by our Chief Information Security Officer, who receives reports from our cybersecurity team and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents.
In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced an undetected cybersecurity incident.
In 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced an undetected cybersecurity incident.
Management, including our Chief Information Security Officer and cybersecurity team, regularly update the Audit Committee on our cybersecurity program, material cybersecurity risks and mitigation strategies and provide cybersecurity reports annually that cover, among other topics, third-party assessments of our cybersecurity program, developments in cybersecurity and updates to our cybersecurity program and mitigation strategies.
Management, including our Chief Information Security Officer and cybersecurity team, regularly update the Audit Committee on our cybersecurity program, material cybersecurity risks and mitigation strategies and provide cybersecurity reports at least annually that cover, among other topics, third-party assessments of our cybersecurity program, developments in the cybersecurity landscape and updates to our cybersecurity program and mitigation strategies.
Added
Our Chief Information Security Officer has over 15 years of technology leadership experience and is supported by a cybersecurity team comprised of experienced cybersecurity professionals with many years of experience and who maintain relevant industry certifications, such as the Certified Information Systems Security Professional, and participate in the Health Information Sharing and Analysis Center to stay apprised of healthcare-specific threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn February 2023, we entered into a lease, which is expected to expire in the second quarter of 2036, for additional space in the same location and also for continued occupancy of our current space after the current sublease expires. We use our headquarters for administration, sales and marketing and client support.
Biggest changeIn February 2023, we entered into a lease, which expires in April 2036, for additional space in the same location and also for continued occupancy of our current space after the current sublease expires. We use our headquarters for administration, sales and marketing and client support.
For additional information, please refer to Part II, Item 8 “Financial Statements and Supplementary Data — Note 7 — Leases” in this Annual Report on Form 10-K. 44 Table of Contents ITEM 3. LEGAL PROCEEDINGS See Part II, Item 8 “Financial Statements and Supplementary Data — Note 14 — Commitments and Contingencies — Arbitration/Litigation.” ITEM 4.
For additional information, please refer to Part II, Item 8 “Financial Statements and Supplementary Data — Note 7 — Leases” in this Annual Report on Form 10-K. 43 Table of Contents ITEM 3. LEGAL PROCEEDINGS See Part II, Item 8 “Financial Statements and Supplementary Data — Note 15 — Commitments and Contingencies — Arbitration/Litigation.” ITEM 4.
MINE SAFETY DISCLOSURES Not applicable. 45 Table of Contents PART II
MINE SAFETY DISCLOSURES Not applicable. 44 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+2 added−3 removed3 unchanged
Biggest changeThe following table provides a summary of shares surrendered back to the Company for tax withholding on restricted stock units that vested under our equity incentive plans and shares purchased as part of publicly announced programs in the three months ended December 31, 2024: Period Total Number of Shares Repurchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program October 1, 2024 through October 31, 2024 3,277,815 $ 16.17 3,248,298 $ — November 1, 2024 through November 30, 2024 31,761 $ 15.98 — — December 1, 2024 through December 31, 2024 34,205 $ 15.27 — — Total shares repurchased 3,343,781 $ 15.86 3,248,298 — (1) Includes share repurchases and shares withheld on net settlements of restricted stock units that vested under our equity incentive plans. 46 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Progyny, Inc. under the Securities Act or the Exchange Act.
Biggest changeThe following table provides a summary of shares surrendered back to the Company for tax withholding on restricted stock units that vested under our equity incentive plans and shares purchased as part of publicly announced programs during the three months ended December 31, 2025: Period Total Number of Shares Repurchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Amount of Shares That Are Yet To Be Purchased Under the Program October 1, 2025 through October 31, 2025 90,179 $ 24.24 — $ — November 1, 2025 through November 30, 2025 1,690,302 $ 24.89 1,588,366 $ 160,302,964 December 1, 2025 through December 31, 2025 1,845,164 $ 25.52 1,713,230 $ 116,440,036 Total shares repurchased 3,625,645 $ 25.19 3,301,596 (1) Includes share repurchases and shares withheld on net settlements of restricted stock units that vested under our equity incentive plans. 45 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Progyny, Inc. under the Securities Act or the Exchange Act.
The graph set forth below compares cumulative total return on our common stock for the last five fiscal years through the fiscal year ended December 31, 2024, with that of the (i) S&P Health Care (Sector) and (ii) the Nasdaq Composite Index.
The graph set forth below compares cumulative total return on our common stock for the last five fiscal years through the fiscal year ended December 31, 2025, with that of the (i) S&P Health Care (Sector) and (ii) the Nasdaq Composite Index.
In the fourth quarter of 2024, we withheld shares through net settlements (where the award holder receives the net of the shares vested, after surrendering a portion of the shares back to the Company for tax withholding) for certain restricted stock units that vested.
In the fourth quarter of 2025 , we withheld shares through net settlements (where the award holder receives the net of the shares vested, after surrendering a portion of the shares back to the Company for tax withholding) for certain restricted stock units that vested.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is listed on the Nasdaq Global Select Market under the symbol “PGNY”. Holders of Record As of January 31, 2025, there were approximately 42 stockholders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is listed on the Nasdaq Global Select Market under the symbol “PGNY”. Holders of Record As of January 31, 2026, there were approximately 43 stockholders of record of our common stock.
Share Repurchase Programs On February 29, 2024, the Company announced the February 2024 share repurchase program of up to $100 million in shares of common stock (the "February Share Repurchase Program").
Share Repurchase Program On November 5, 2025, the Company announced the November 2025 share repurchase program (the “November 2025 share repurchase program”) of up to $200 million of shares of common stock.
Cumulative Total Returns Company/Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Progyny, Inc. $100.00 $154.43 $186.85 $ 113.48 $ 135.45 $ 62.84 S&P 500 Health Care $100.00 $111.43 $138.90 $ 133.44 $ 133.85 $ 135.06 NASDAQ Composite $100.00 $143.64 $175.44 $ 116.65 $ 167.30 $ 215.22 47 Table of Contents ITEM 6. [RESERVED]
Cumulative Total Returns Company/Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Progyny, Inc. $100.00 $121.00 $73.48 $87.71 $40.69 $60.58 S&P 500 Health Care $100.00 $124.65 $119.75 $120.12 $121.20 $136.40 NASDAQ Composite $100.00 $122.14 $81.21 $116.47 $149.83 $180.33 46 Table of Contents ITEM 6. [RESERVED]
Removed
On May 22, 2024, the Company announced the May 2024 share repurchase program of up to an additional $100 million in shares of common stock (the "May Share Repurchase Program").
Added
Repurchases under the November 2025 share repurchase program may be made in the form of open market repurchases, including through plans complying with Rule 10b5-1 under the Exchange Act, depending on stock price, market conditions, and other factors, as determined by the Company.
Removed
On August 6, 2024, the Company announced the August 2024 share repurchase program of up to an additional $100 million in shares of common stock (the "August Share Repurchase Program," and together with the February Share Repurchase Program and the May Share Repurchase Program, the "2024 Share Repurchase Programs").
Added
There can be no assurance as to the total number of shares that will be repurchased by the Company.
Removed
As of the year-ended December 31, 2024, the 2024 Share Repurchase Programs were completed, and no amounts remained available under the 2024 Share Repurchase Programs.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 48 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 48 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 61 Item 8. Financial Statements and Supplementary Data 62 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 91 Item 9A. Controls and Procedures 92 Item 9B.
Biggest changeItem 6. [Reserved] 47 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 47 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 61 Item 8. Financial Statements and Supplementary Data 61 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 93 Item 9A. Controls and Procedures 94 Item 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeProvision for Income Taxes Year Ended December 31, 2024 2023 % Change (dollars in thousands) Provision for income taxes $ 28,866 $ 8,654 234 % For the year ended December 31, 2024, we recorded a provision for income taxes of $28.9 million, as compared to a provision for income taxes of $8.7 million for the year ended December 31, 2023, primarily due to a higher operating profit as well as a decrease in tax benefits for equity compensation. 56 Table of Contents Liquidity and Capital Resources As of December 31, 2024, we had $162.3 million of cash and cash equivalents and $65.6 million of marketable securities.
Biggest changeInterest and Other Income, Net Year Ended December 31, 2025 2024 % Change (dollars in thousands) Interest and other income, net $10,155 $15,747 (36 %) Interest and other income, net decreased by $5.6 million or 36%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, as higher interest income was more than offset by a decrease in investment income and an increase in interest expense. 55 Table of Contents Provision for Income Taxes Year Ended December 31, 2025 2024 % Change (dollars in thousands) Provision for income taxes $ 36,912 $ 28,866 28 % For the year ended December 31, 2025, we recorded a provision for income taxes of $36.9 million, as compared to $28.9 million for the year ended December 31, 2024, primarily due to a higher operating profit and a decrease in tax benefits for equity compensation in the current year period.
Medical services under our Smart Cycles include everything needed for a comprehensive fertility treatment cycle, including all necessary diagnostic testing and access to the latest technology (such as, in the case of in vitro fertilization, or IVF, preimplantation genetic testing).
Medical services under our Smart Cycles include everything needed for a comprehensive fertility treatment cycle, including all necessary diagnostic testing and access to the latest technology (such as preimplantation genetic testing, in the case of in vitro fertilization, or IVF).
Investing Activities Net cash provided by investing activities was $195.8 million for the year ended December 31, 2024, which primarily consisted of net sales in marketable securities of $206.5 million, partially offset by $5.3 million used in a business acquisition, net of cash acquired.
For the year ended December 31, 2024, net cash provided by investing activities was $195.8 million, which primarily consisted of net sales in marketable securities of $206.5 million, partially offset by $5.3 million used in a business acquisition, net of cash acquired.
Clients who purchase our fertility benefits solution also typically pay us a per employee per month fee, or PEPM fee, which is population-based. This allows us to provide access to our PCAs for fertility and family building education and guidance and other digital tools to all of our members, regardless of whether they ultimately pursue fertility treatment.
Clients who purchase our fertility benefits solution also typically pay us a per employee per month fee, or PEPM fee, which is population-based. This allows us to provide members with access to our PCAs for fertility and family building education and guidance and other digital tools to all of our members, regardless of whether they ultimately pursue fertility treatment.
GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis.
The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis.
These can range from one to an unlimited unit value. Members, in consultation with their Patient Care Advocates, or PCAs, can choose their preferred provider clinics within our network and utilize the specific Smart Cycle treatment bundles necessary for the treatment pathway they determine throughout their fertility journey.
These can range from one to an unlimited unit value. Members, in consultation with their Progyny Care Advocates, or PCAs, can choose their preferred provider clinics within our network and utilize the specific Smart Cycle treatment bundles necessary for the treatment pathway they determine throughout their fertility journey.
PEPM fees represented 1% of our total revenue for the years ended December 31, 2024 and 2023, respectively. Our revenue in a given year is determined by the utilization, including rate of consumption and mix, of our fertility benefits and Progyny Rx solutions by our members as well as the number of members enrolled in our clients’ benefits plans.
PEPM fees represented 1% of our total revenue for the years ended December 31, 2025 and 2024, respectively. Our revenue in a given year is determined by the utilization, including rate of consumption and mix, of our fertility benefits and Progyny Rx solutions by our members as well as the number of members enrolled in our clients’ benefits plans.
We believe there is sufficient positive evidence to conclude that it is more likely than not that substantially all the net deferred tax assets were realizable as of December 31, 2024. The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date.
We believe there is sufficient positive evidence to conclude that it is more likely than not, that substantially all the net deferred tax assets were realizable as of December 31, 2025. The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date.
Revenue is also accrued for authorized Smart Cycle services rendered based on member appointments scheduled with a fertility specialist in our network but for which no claim has yet been reported, net of expected changes and cancellations of services. 50 Table of Contents Pharmacy Benefits Solution Revenue Pharmacy benefits solution revenue primarily represents utilization of Progyny Rx.
Revenue is also accrued for authorized Smart Cycle services rendered based on member appointments scheduled with a fertility specialist in our network but for which no claim has yet been reported, net of expected changes and cancellations of services. Pharmacy Benefits Solution Revenue Pharmacy benefits solution revenue primarily represents utilization of Progyny Rx.
These expenses also include third-party consulting services and facilities costs. We anticipate that we will incur additional general and administrative expenses on an ongoing basis to support the growth of our business. Interest and other income, net Interest and other income, net primarily includes interest income and expense, as well as investment income and losses.
These expenses also include third-party consulting services, facilities costs, and bad debt expense. We anticipate that we will incur additional general and administrative expenses on an ongoing basis to support the growth of our business. Interest and Other Income, Net Interest and other income, net includes interest income and expense as well as investment income and losses.
We estimate the fair value of each stock-based award on the measurement date using either the Black-Scholes option-pricing model for stock options and stock purchased under the employee stock purchase plan or the closing market price of our common stock for restricted stock units, including those with performance-based vesting criteria.
We estimate the fair value of each stock-based award on the measurement date using either the Black-Scholes option-pricing model for stock options and stock purchased under the employee stock purchase plan on the closing market price of our common stock for restricted stock units, including those with performance-based vesting conditions.
Additionally, staffing levels and the related 51 Table of Contents personnel costs, including stock-based compensation expense, and other costs necessary to deliver our care management services will continue to grow as we continue to add clients and their associated members. Operating Expenses Our operating expenses consist of sales and marketing and general and administrative expenses.
Additionally, staffing levels and the related personnel costs, including stock-based compensation expense, and other costs necessary to deliver our care management services will continue to grow as we continue to add clients and their associated members. Operating Expenses Our operating expenses consist of sales and marketing and general and administrative expenses.
There are approximately 8,000 employers in the United States who have a minimum of 1,000 employees, who together with Taft-Hartley labor populations and federal government populations, represents approximately 106 million potential covered lives in total. Our current member base of approximately 6.7 million covered lives under contract represents a mid-single digit percent of our total market opportunity.
There are approximately 9,000 employers in the United States who have a minimum of 1,000 employees, who together with Taft-Hartley labor populations and federal government populations, represents approximately 106 million potential covered lives in total. Our current member base of approximately 7.2 million covered lives under contract represents a mid-single digit percent of our total market opportunity.
Similarly, for existing clients, any changes in plan designs are typically elected by the end of October so that clients can inform their employees of the benefits during the open enrollment period ahead of a January 1st plan year start.
Similarly, for existing clients, any changes in plan designs are typically elected by the end of October so that clients can inform their employees of the benefits during the open enrollment period ahead of a January 1 st plan year start.
A key driver of our revenue is the number of members we serve and the rate at which they utilize their fertility benefits. As our client base has grown, our membership has grown from approximately 110,000 members in 2016 when we launched our fertility benefits solution to 6.5 million members as of December 31, 2024.
A key driver of our revenue is the number of members we serve and the rate at which they utilize their fertility benefits. As our client base has grown, our membership has grown from approximately 110,000 members in 2016 when we launched our fertility benefits solution to 6.7 million members as of December 31, 2025.
General and Administrative Expense General and administrative expense consists primarily of employee related costs, including salaries, bonuses, benefits, stock-based compensation expense, other related costs, and an allocation of our general overhead, depreciation and amortization for those employees associated with general and administrative services such as executive, legal, human resources, information technology, accounting, and finance.
General and Administrative Expense General and administrative expense consists primarily of employee related costs, including salaries, bonuses, benefits, stock-based compensation expense, other related costs, and an allocation of our general overhead, depreciation and amortization for those employees associated with general and administrative services such as executive, legal, human resources, information technology, accounting, and finance as well as research and development activities.
With respect to Progyny Rx, we bill the client for the fertility medication dispensed to their employees in connection with the authorized fertility treatments. Medication fees also include our 48 Table of Contents formulary management, drug utilization review and cost containment services and other care management services. • Population-Based Component.
With respect to Progyny Rx, we bill the client for the fertility medication dispensed to their employees in connection with the authorized fertility treatments. Medication fees also include our formulary management, drug utilization review and cost containment services and other care management services. • Population-Based Component.
We include accrued receivables within accounts receivable on our consolidated balance sheet. As of December 31, 2024 and 2023, accrued receivables were $45.6 million and $45.8 million, respectively. At the same time, we estimate cost of services and accrued claims payables based on the amount to be paid to the provider clinic and expected gross margin on fertility benefit services.
We include accrued receivables within accounts receivable on our consolidated balance sheet. As of December 31, 2025 and 2024, accrued receivables were $54.9 million and $45.6 million, respectively. At the same time, we estimate cost of services and accrued claims payables based on the amount to be paid to the provider clinic and expected gross margin on fertility benefit services.
Our clients primarily contract with us to provide our fertility benefits solution and, where added on by our clients, our Progyny Rx solution. Our revenue has both a utilization-based component and a population-based component, as follows: • Utilization Component. Clients pay us for the fertility benefits and Progyny Rx solutions utilized by their employees.
Our clients primarily contract with us to provide our fertility benefits solution and, where added on by our clients, our Progyny Rx solution. Our revenue has both a utilization-based component and a population-based component, as follows: 47 Table of Contents • Utilization Component. Clients pay us for the fertility benefits and Progyny Rx solutions utilized by their employees.
GAAP. 53 Table of Contents Year Ended December 31, 2024 2023 Consolidated Statements of Operations Data, as a percentage of revenue: Revenue 100.0 % 100.0 % Cost of services 78.3 % 78.1 % Gross profit 21.7 % 21.9 % Operating expenses: Sales and marketing 5.5 % 5.5 % General and administrative 10.4 % 10.8 % Total operating expenses 15.9 % 16.2 % Income from operations 5.8 % 5.7 % Interest and other income, net 1.3 % 0.8 % Income before income taxes 7.1 % 6.5 % Provision for income taxes 2.5 % 0.8 % Net income 4.6 % 5.7 % Adjusted EBITDA 17.0 % 17.2 % Note: percentages shown in the table may not foot due to rounding.
GAAP. 52 Table of Contents Year Ended December 31, 2025 2024 Consolidated Statements of Operations Data, as a percentage of revenue: Revenue 100.0 % 100.0 % Cost of services 76.4 % 78.3 % Gross profit 23.6 % 21.7 % Operating expenses: Sales and marketing 5.6 % 5.5 % General and administrative 11.4 % 10.4 % Total operating expenses 17.0 % 15.9 % Income from operations 6.6 % 5.8 % Interest and other income, net 0.8 % 1.3 % Income before income taxes 7.4 % 7.1 % Provision for income taxes 2.9 % 2.5 % Net income 4.5 % 4.6 % Adjusted EBITDA 17.2 % 17.0 % Note: percentages shown in the table may not foot due to rounding.
Treasury securities for the period that is consistent with the expected term of the stock option. The dividend yield is assumed to be none as we have not paid dividends, nor do we anticipate paying dividends. The weighted-average estimated fair value of stock option awards granted in the year ended December 31, 2024 was $16.60.
Treasury securities for the period that is consistent with the expected term of the stock option. The dividend yield is assumed to be none as we have not paid dividends, nor do we anticipate paying dividends. The weighted-average estimated fair value of stock option awards granted in the year ended December 31, 2025 was $11.72.
Accrued claims payable of $32.1 million and $30.3 million as of December 31, 2024 and 2023, respectively, are included within accrued expenses and other current liabilities in the consolidated balance sheet. Our estimates are adjusted to actual at the time of billing and these adjustments have historically not been material.
Accrued claims payable of $30.0 million and $32.1 million as of December 31, 2025 and 2024, respectively, are included within accrued expenses and other current liabilities in the consolidated balance sheets. Our estimates are adjusted to actual at the time of billing and these adjustments have historically not been material.
The impact of tax law changes is recognized in periods when the change is enacted. As of December 31, 2024 and 2023, we had $84.9 million and $73.1 million of net deferred tax assets, respectively. There was a valuation allowance of $1.8 million and $0.5 million as of December 31, 2024 and 2023, respectively. 60 Table of Contents
The impact of tax law changes is recognized in periods when the change is enacted. As of December 31, 2025 and 2024, we had $93.0 million and $84.9 million of net deferred tax assets, respectively. There was a valuation allowance of $3.1 million and $1.8 million as of December 31, 2025 and 2024, respectively. 60 Table of Contents
For our current 25,212 square foot office, we will pay the base rent of approximately $1.6 million per year beginning in June 2029, which is the lease commencement date, through the second quarter of 2036, the expected expiration date. 58 Table of Contents Critical Accounting Estimates Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S.
For our current 25,212 square foot office, we will pay the base rent of approximately $1.6 million per year beginning in June 2029, which is the lease commencement date, through April 2036, the expiration date. Critical Accounting Estimates Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP.
Our client contracts are typically for a three-year term and pricing for this solution is established for each Smart Cycle treatment bundle, based in part on when the client first became a client and the number of members covered under the solution.
Fertility Benefits Solution Revenue Fertility benefits solution revenue primarily represents utilization of our fertility benefits solution. Our client contracts are typically for a three-year term and pricing for this solution is established for each Smart Cycle treatment bundle, based in part on when the client first became a client and the number of members covered under the solution.
A discussion of the fiscal year ended December 31, 2023 compared to the year ended December 31, 2022 has been reported previously in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024 (File No. 001-39100) under the heading “ Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Years Ended December 31, 2023 and 2022. ” Executive Overview We are a benefits management company specializing in fertility, family building, and women's health benefits solutions in the United States.
A discussion of the year ended December 31, 2024 as compared to the year ended December 31, 2023 has been reported previously in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 3, 2025 (File No. 001-39100) under the heading “ Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Years Ended December 31, 2024 and 2023. ” Executive Overview We are a benefits management company specializing in fertility, family building, and women's health benefits solutions primarily in the United States.
Pharmacy Benefits Services Pharmacy benefits services costs include: (1) the fees for prescription drugs dispensed and clinical services provided during the reporting period by our specialty pharmacy partners; (2) costs incurred (including salaries, bonuses, benefits, stock-based compensation expense, other related costs, and an allocation of our general overhead, depreciation and amortization) for those employees associated with our care management service functions: PCA, Provider Relations and Claims Processing teams; and (3) related information technology support costs.
Our contracts with provider clinics are typically for a term of one to two years. 50 Table of Contents Pharmacy Benefits Services Pharmacy benefits services costs include: (1) the fees for prescription drugs dispensed and clinical services provided during the reporting period by our specialty pharmacy partners; (2) costs incurred (including salaries, bonuses, benefits, stock-based compensation expense, other related costs, and an allocation of our general overhead, depreciation and amortization) for those employees associated with our care management service functions: PCA, Provider Relations and Claims Processing teams; and (3) related information technology support costs.
Changes in these inputs could result in a significant change in the fair value of stock options. 59 Table of Contents The following assumptions were used to calculate the fair value of stock options granted to employees: Year Ended December 31, 2024 2023 Expected volatility 53.0% - 55.0% 52.0% - 54.0% Expected term (years) 5.25 - 6.11 5.50 - 6.11 Risk‑free interest rate 3.5% - 4.6% 3.5% - 4.8% Expected dividend yield — — Our outstanding stock-based awards as of December 31, 2024 are subject to service-based or performance-based vesting.
The following assumptions were used to calculate the fair value of stock options granted to employees: Year Ended December 31, 2025 2024 Expected volatility 53.7% - 54.7% 53.0% - 55.0% Expected term (in years) 5.50 - 6.25 5.25 - 6.11 Risk‑free interest rate 3.6% - 4.5% 3.5% - 4.6% Expected dividend yield — — 59 Table of Contents Our outstanding stock-based awards as of December 31, 2025 are subject to service-based or performance-based vesting.
Cost of Services Year Ended December 31, 2024 2023 % Change (dollars in thousands) Cost of services $ 913,858 $ 849,799 8 % Cost of services increased by $64.1 million, or 8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in medical treatment and pharmacy prescription costs associated with fertility treatments delivered.
Cost of Services Year Ended December 31, 2025 2024 % Change (dollars in thousands) Cost of services $984,177 $913,858 8 % Cost of services increased by $70.3 million, or 8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in medical treatment and pharmacy prescription costs associated with fertility treatments delivered.
For the 21,262 square foot office, we will pay the base rent of approximately $1.3 million starting in the second quarter of 2026 for five years and approximately $1.4 million per year thereafter through the second quarter of 2036, the expected expiration date.
For the 21,262 square foot office, we will pay the base rent of approximately $1.3 million per year starting in April 2026 through the end of the fifth year and approximately $1.4 million per year thereafter through April 2036, the expiration date.
Financing Activities Net cash used in financing activities was $309.9 million for the year ended December 31, 2024, consisting of $300.3 million of repurchases of common stock under the 2024 Share Repurchase Programs, inclusive of $0.4 million in trading fees and payments of $12.0 million for employee taxes related to the net settlement of equity awards, partially offset by $1.1 million in proceeds from stock option exercises and $1.3 million in proceeds from contributions to our employee stock purchase plan.
Financing Activities Net cash used in financing activities was $99.4 million for the year ended December 31, 2025, consisting of $81.7 million of repurchases of common stock under the November 2025 share repurchase program, inclusive of $0.1 million in trading fees, payments of $15.8 million for employee taxes related to the net settlement of equity awards, and $3.1 million of issuance costs related to the Facility, partially offset by $1.1 million in proceeds from contributions to our employee stock purchase plan and $0.1 million in proceeds from stock option exercises. 57 Table of Contents Net cash used in financing activities was $309.9 million for the year ended December 31, 2024, consisting of $300.3 million of repurchases of common stock under the 2024 share repurchase program, inclusive of $0.4 million in trading fees and payments of $12.0 million for employee taxes related to the net settlement of equity awards, partially offset by $1.1 million in proceeds from stock option exercises and $1.3 million in proceeds from contributions to our employee stock purchase plan.
In particular, during the ramp up and onboarding of new clients who typically begin their benefits plan year as of January 1st, our accounts receivable has historically increased more than our accounts payable, accrued expenses and other current liabilities in the early part of each calendar year. Historically, these timing impacts have reversed throughout the remainder of the fiscal year.
In particular, during the ramp up and onboarding of new clients who typically begin their benefits plan year as of January 1 st , our accounts receivable has historically increased more than our accounts payable, accrued expenses and other current liabilities in the early part of each calendar year.
As of December 31, 2024, we had $118.3 million and $99.5 million of unrecognized compensation costs related to unvested options and restricted stock units, respectively, which are expected to be expensed and vest over a weighted-average remaining period of approximately 2.0 years and 2.6 years, respectively.
As of December 31, 2025, we had $52.3 million and $77.8 million of unrecognized compensation costs related to unvested options and restricted stock units, respectively, which are expected to be expensed and vest over a weighted-average remaining period of approximately 1.9 years and 2.5 years, respectively.
Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 Assisted Reproductive Treatment (ART) Cycles (1) 15,839 15,066 61,114 58,013 Utilization - All Members (2) 0.55% 0.54% 1.31% 1.33% Utilization - Female Only (2) 0.48% 0.48% 1.07% 1.09% Average Members (3) 6,471,000 5,442,000 6,404,000 5,383,000 (1) Represents the number of ART cycles performed, including IVF with a fresh embryo transfer, IVF freeze all cycles/embryo banking, frozen embryo transfers and egg freezing.
Three Months Ended December 31, Year Ended December 31, 2025 2024 2025 2024 Assisted Reproductive Treatment (ART) Cycles (1) 15,927 15,839 65,006 61,114 Utilization - All Members (2) 0.54% 0.55% 1.32% 1.31% Utilization - Female Only (2) 0.48% 0.48% 1.04% 1.07% Average Members (3) 6,707,000 6,471,000 6,719,000 6,404,000 (1) Represents the number of ART cycles performed, including IVF with a fresh embryo transfer, IVF freeze all cycles/embryo banking, frozen embryo transfers and egg freezing.
For the years ended December 31, 2024 and 2023, stock-based compensation expense was $128.1 million and $122.6 million, respectively.
For the years ended December 31, 2025 and 2024, stock-based compensation expense was $131.9 million and $128.1 million, respectively.
Accordingly, our working capital, and its impact on cash flow from operations, can fluctuate materially from period to period. We believe that our existing cash and cash equivalents, including the proceeds from our marketable securities, and cash flow from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months.
We believe that our existing cash and cash equivalents, including the proceeds from our marketable securities, cash flow from operations, and the availability of funds under the Facility will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months.
This increase is primarily due to a $53.2 million, or 8% increase, in revenue from our fertility benefits solution and a $25.4 million or 6% increase in revenue from our Progyny Rx solution. The increase in revenue from our fertility benefits solution and Progyny Rx solution were primarily due to the increase in the number of clients and covered lives.
This increase is primarily due to a $101.3 million, or 14% increase, in revenue from our fertility benefits solution and a $20.1 million or 5% increase in revenue from our Progyny Rx solution. The increase in revenue from our fertility benefits solution and Progyny Rx solution were primarily due to the increase in the number of clients and covered lives.
General and Administrative Expense Year Ended December 31, 2024 2023 % Change (dollars in thousands) General and administrative $ 121,960 $ 117,127 4 % General and administrative expense increased by $4.8 million, or 4%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
General and Administrative Expense Year Ended December 31, 2025 2024 % Change (dollars in thousands) General and administrative $147,094 $121,960 21 % General and administrative expense increased by $25.1 million, or 21%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Operating Expenses Sales and Marketing Expense Year Ended December 31, 2024 2023 % Change (dollars in thousands) Sales and marketing $ 63,948 $ 59,488 7 % Sales and marketing expense increased by $4.5 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Operating Expenses Sales and Marketing Expense Year Ended December 31, 2025 2024 % Change (dollars in thousands) Sales and marketing $72,113 $63,948 13 % Sales and marketing expense increased by $8.2 million, or 13%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
We have financed our operations primarily through sales of our solutions and the net proceeds we have received from sales of equity securities. Our cash and cash equivalents and working capital are affected by the timing of payments to third party providers and collections from clients and have increased as our revenue has increased.
Our cash and cash equivalents and working capital are affected by the timing of payments to third party providers and collections from clients and have increased as our revenue has increased.
Pursuant to the sublease, we will pay the base rent of approximately $1.3 million per year through the end of the fifth lease year and approximately $1.4 million per year thereafter through the expiration date.
The sublease is for a 25,212 square foot office and will expire in May 2029. Pursuant to the sublease, we will pay the base rent of approximately $1.3 million per year through the end of the fifth lease year and approximately $1.4 million per year thereafter through the expiration date.
In February 2022, we entered into a lease agreement commencing in February 2023 for additional space in our corporate offices in New York, New York, consisting of a 24,099 square foot office and a 21,262 square foot office, and also for continued occupancy of the 25,212 square foot office after the expiration of the current sublease.
In February 2022, we entered into a lease agreement for leases commencing in February 2023 and March 2025 for additional space in our corporate offices in New York, New York, consisting of a 24,099 square foot office and a 21,262 square foot office, respectively.
Each year, we contract with new clients for our fertility benefits solution and, where added by the client, our Progyny Rx solution.
Each year, we contract with new clients for our fertility benefits and Progyny Rx solutions.
Because our clients within an industry compete with each other for employees, we believe our solutions are increasingly viewed as an important way for them to differentiate from, or remain competitive with, one another.
We are expanding our client base within each industry and have an industry-specific strategy that enables us to most effectively target our addressable market. Because our clients within an industry compete with each other for employees, we believe our solutions are increasingly viewed as an important way for them to differentiate from, or remain competitive with, one another.
During the year ended December 31, 2024, we repurchased a total of 12,382,193 shares of common stock under the 2024 Share Repurchase Programs at an average price per share of $24.22 and a total cost of $300.3 million, inclusive of $0.4 million in trading fees. In addition, the Company recognized $2.6 million of excise taxes related to the share repurchases.
During the year ended December 31, 2025, we repurchased a total of 3,301,596 shares of common stock under the November 2025 share repurchase program at an average price per share of $25.31 and a total cost of $83.6 million, inclusive of $0.1 million in trading fees. In addition, we recognized $0.5 million of excise taxes related to the share repurchases.
For the 24,099 square foot office, we pay base rent of approximately $1.4 million per year through the end of the fifth year and approximately $1.5 million per year thereafter through the second quarter of 2036, the expected expiration date.
The lease agreement also provides for continued occupancy of the 25,212 square foot office after the expiration of the current sublease. For the 24,099 square foot office, we pay the base rent of approximately $1.4 million per year through the end of the fifth year and approximately $1.5 million per year thereafter through the April 2036, the expiration date.
This increase was primarily due to a $3.5 million increase in personnel-related costs attributable to an increase in stock-based compensation expense, as well as a $1.0 million increase in other related sales and marketing expenses.
This increase was due to a $5.8 million increase in personnel-related costs attributable to incremental head count which included an increase in stock-based compensation expense of $0.2 million, and a $2.4 million increase in other related sales and marketing expenses.
GAAP, for each of the periods indicated: 54 Table of Contents Year Ended December 31, 2024 2023 (in thousands) Net income $ 54,336 $ 62,037 Add: Depreciation and amortization 3,175 2,281 Stock‑based compensation expense 128,130 122,611 Interest and other income, net (15,747) (8,507) Provision for income taxes 28,866 8,654 Adjusted EBITDA $ 198,760 $ 187,076 Comparison of Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, 2024 2023 % Change (dollars in thousands) Revenue $ 1,167,221 $ 1,088,598 7 % Revenue increased by $78.6 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
GAAP, for each of the periods indicated: 53 Table of Contents Year Ended December 31, 2025 2024 (in thousands) Net income $ 58,520 $ 54,336 Add: Depreciation and amortization 4,948 3,175 Stock‑based compensation expense 131,867 128,130 Interest and other income, net (10,155) (15,747) Provision for income taxes 36,912 28,866 Adjusted EBITDA $ 222,092 $ 198,760 Comparison of Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, 2025 2024 % Change (dollars in thousands) Revenue $1,288,661 $1,167,221 10 % Revenue increased by $121.4 million, or 10%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Gross Profit and Gross Margin Year Ended December 31, 2024 2023 % Change (dollars in thousands) Gross profit $ 253,363 $ 238,799 6 % Gross margin 21.7 % 21.9 % Gross profit increased by $14.6 million, or 6%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. 55 Table of Contents Gross margin decreased 20 basis points for the year ended December 31, 2024 compared to year ended December 31, 2023, primarily due to an increase in personnel-related costs in the delivery of our care management services.
Gross Profit and Gross Margin Year Ended December 31, 2025 2024 % Change (dollars in thousands) Gross profit $304,484 $253,363 20 % Gross margin 23.6 % 21.7 % Gross profit increased by $51.1 million, or 20%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. 54 Table of Contents Gross margin increased 190 basis points for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to ongoing efficiencies realized in the delivery of our care management services.
Changes in operating assets and liabilities resulted in cash used in operating activities from an increase in prepaid expenses and other current assets of $22.9 million and accounts receivable of $21.7 million, partially 57 Table of Contents offset by cash provided by operating activities from increases in accounts payable of $16.2 million, accrued expenses and other current liabilities of $10.4 million and other noncurrent assets and liabilities of $0.6 million.
Changes in operating assets and liabilities resulted in cash provided by operating activities from an increase in accounts payable of $28.8 million and accrued expenses and other current liabilities of $0.4 million, that was partially offset by cash used in operating activities from an increase in prepaid expenses and other current assets of $11.9 million, other noncurrent assets and liabilities of $9.3 million, and accounts receivable of $5.1 million.
For additional information about our significant accounting policies and estimates, see Note 1 – Business and Basis of Presentation and Note 2 - Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
For additional information about our significant accounting policies and estimates, see Note 1 – Business and Basis of Presentation and Note 2 - Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. 58 Table of Contents Accrued Receivable and Accrued Claims Payable Fertility benefits solution revenue is recognized based on the negotiated price with our clients and includes the portion to be paid directly by the member.
The following table summarizes our cash flows from operations for the periods presented: Year Ended December 31, 2024 2023 (in thousands) Cash provided by operating activities $ 179,105 $ 188,814 Cash provided by (used in) investing activities 195,792 (200,525) Cash used in financing activities (309,880) (11,072) Effect of exchange rate changes on cash and cash equivalents $ 1 $ 1 Net increase (decrease) in cash and cash equivalents $ 65,018 $ (22,782) Operating Activities Net cash provided by operating activities was $179.1 million for the year ended December 31, 2024, primarily consisting of net income of $54.3 million adjusted for certain non-cash items, which included $128.1 million of stock-based compensation expense, $16.4 million of bad debt expense, $10.5 million of deferred tax benefit, $3.2 million of depreciation and amortization, $2.1 million of net accretion of discounts on marketable securities, and $1.4 million loss on disposal of property and equipment.
Net cash provided by operating activities was $179.1 million for the year ended December 31, 2024, primarily consisting of net income of $54.3 million adjusted for certain non-cash items, which included $128.1 million of stock-based compensation expense, $16.4 million of bad debt expense, $10.5 million of deferred tax benefit, $3.2 million of depreciation and amortization, $2.1 million of net accretion of discounts on marketable securities, and $1.4 million loss on disposal of property and equipment.
Results of Operations The following tables set forth our results of operations for the periods presented and as a percentage of revenue for those periods: 52 Table of Contents Year Ended December 31, 2024 2023 (in thousands) Consolidated Statements of Operations Data: Revenue $ 1,167,221 $ 1,088,598 Cost of services (1) 913,858 849,799 Gross profit 253,363 238,799 Operating expenses: Sales and marketing (1) 63,948 59,488 General and administrative (1) 121,960 117,127 Total operating expenses 185,908 176,615 Income from operations 67,455 62,184 Interest and other income, net 15,747 8,507 Income before income taxes 83,202 70,691 Provision for income taxes 28,866 8,654 Net income $ 54,336 $ 62,037 Adjusted EBITDA (2) $ 198,760 $ 187,076 (1) Includes stock-based compensation expense as follows: Year Ended December 31, 2024 2023 Cost of services $ 36,799 $ 34,490 Sales and marketing 30,490 27,015 General and administrative 60,841 61,106 Total stock‑based compensation expense $ 128,130 $ 122,611 (2) Adjusted EBITDA is a non-GAAP financial measure that we define as net income, adjusted to exclude depreciation and amortization, stock-based compensation expense, interest and other income, net, and provision for income taxes.
We believe there is sufficient positive evidence to conclude that it is more likely than not that substantially all the net deferred tax assets are realizable. 51 Table of Contents Results of Operations The following tables set forth our results of operations for the periods presented and as a percentage of revenue for those periods: Year Ended December 31, 2025 2024 (in thousands) Consolidated Statements of Operations Data: Revenue $ 1,288,661 $ 1,167,221 Cost of services (1) 984,177 913,858 Gross profit 304,484 253,363 Operating expenses: Sales and marketing (1) 72,113 63,948 General and administrative (1) 147,094 121,960 Total operating expenses 219,207 185,908 Income from operations 85,277 67,455 Interest and other income, net 10,155 15,747 Income before income taxes 95,432 83,202 Provision for income taxes 36,912 28,866 Net income $ 58,520 $ 54,336 Adjusted EBITDA (2) $ 222,092 $ 198,760 (1) Includes stock-based compensation expense as follows: Year Ended December 31, 2025 2024 Cost of services $ 35,332 $ 36,799 Sales and marketing 30,702 30,490 General and administrative 65,833 60,841 Total stock‑based compensation expense $ 131,867 $ 128,130 (2) Adjusted EBITDA is a non-GAAP financial measure that we define as net income, adjusted to exclude depreciation and amortization, stock-based compensation expense, interest and other income, net, and provision for income taxes.
(2) Represents the member utilization rate for all services, including but not limited to, ART cycles, initial consultations, IUIs and genetic testing. The utilization rate for all members includes all unique members (female and male) who utilize the benefit during that period while the utilization rate for female only includes only unique females who utilize the benefit during that period.
The utilization rate for all members includes all unique members (female and male) who utilize the benefit during that period while the utilization rate for female only includes only unique females who utilize the benefit during that period.
In August 2024, our Board of Directors authorized an additional share repurchase program of up to $100 million in shares of common stock.
In August 2024, our Board of Directors authorized an additional share repurchase program of up to $100 million in shares of common stock. As of the year ended December 31, 2024, the share repurchase programs were completed, and no amounts remained available for repurchase under the program.
This increase in cost of services was also attributable to an increase in personnel-related costs primarily due to incremental headcount as well as an $2.3 million increase in stock-based compensation expense.
This increase in cost of services was also attributable to an increase in personnel-related costs as higher costs attributable to incremental head count were partially offset by a decrease in stock-based compensation expense of $1.5 million.
(3) Includes approximately 300,000 members from a single client who are not reflected in utilization as a result of the client's chosen benefit design. Components of Results of Operations Revenue Revenue includes fertility benefits solution revenue, pharmacy benefits solution revenue and PEPM fees. Fertility Benefits Solution Revenue Fertility benefits solution revenue primarily represents utilization of our fertility benefits solution.
(3) Includes approximately 300,000 members from a single client who are not reflected in utilization as a result of the client's chosen benefit design. 2025 excludes the limited number of members who were eligible to use the benefit under the extended transition of care agreement that ended June 30, 2025 with the large client who did not renew its service agreement. 49 Table of Contents Components of Results of Operations Revenue Revenue includes fertility benefits solution revenue, pharmacy benefits solution revenue and PEPM fees.
This increase was primarily due to a $6.0 million increase in personnel-related costs attributable to incremental head count, and a $2.3 million increase in other related general and administrative expenses, partially offset by a $3.5 million decrease in bad debt expense.
This increase was due to a $16.5 million increase in personnel-related costs, which included an increase of $5.0 million in stock-based compensation expense, attributable to incremental head count and executive severance costs, a $4.1 million increase in bad debt expense driven by our revenue growth, and a $4.5 million net increase in other related general and administrative expenses.
In particular, we are focused on expanding the number of clients with more than 2,500 covered lives. As of December 31, 2024 and 2023, we served 473 and 392 clients, representing 6,472,000 and 5,418,000 members, respectively.
In particular, we are focused on expanding the number of clients with more than 2,500 covered lives.
For the year ended December 31, 2023, net cash used in investing activities was $200.5 million, which primarily consisted of net investments in marketable securities of $196.9 million. The remainder of the activity for the year ended December 31, 2024 consisted of purchases of computers, software, including capitalized software development costs, and furniture and fixtures.
The remainder of the activity for the years ended December 31, 2025 and 2024, respectively, consisted of purchases of computers, software, including capitalized software development costs, and furniture and fixtures.
Importantly, as we have continued to grow, we have meaningfully diversified our client base across more than 40 different industries currently from just two industries when we launched our fertility benefits solution in 2016. We are expanding our client base within each industry and have an industry-specific strategy that enables us to most effectively target our addressable market.
As of December 31, 2025 and 2024, we served 555 and 473 clients, representing 6,689,000 and 6,472,000 members, respectively. 48 Table of Contents Importantly, as we have continued to grow, we have meaningfully diversified our client base across more than 40 different industries currently from just two industries when we launched our fertility benefits solution in 2016.
Accrued Receivable and Accrued Claims Payable Fertility benefits solution revenue is recognized based on the negotiated price with our clients and includes the portion to be paid directly by the member. Revenue is recognized when Smart Cycle services are completed for a member, which includes estimates of accrued receivables.
Revenue is recognized when Smart Cycle services are completed for a member, which includes estimates of accrued receivables.
We count each organization we contract with as a single client including divisions, segments or subsidiaries of larger organizations to the extent we contract separately with them. 49 Table of Contents As of December 31, 2024 2023 Client Tier (Members) Clients Members Clients Members Up to 2,500 130 261,000 112 217,000 2,501 - 10,000 222 1,151,000 180 934,000 10,001 - 50,000 98 1,935,000 79 1,588,000 Greater than 50,000 23 3,125,000 21 2,679,000 Total 473 6,472,000 392 5,418,000 Benefits Utilization.
As of December 31, 2025 2024 Client Tier (Members) Clients Members Clients Members Up to 2,500 153 310,000 130 261,000 2,501 - 10,000 264 1,379,000 222 1,151,000 10,001 - 50,000 111 2,139,000 98 1,935,000 Greater than 50,000 27 2,861,000 23 3,125,000 Total 555 6,689,000 473 6,472,000 Benefits Utilization.
These changes are a result of the impact of revenue growth and our operating results as well as new agreements with our pharmacy program partners, which include more favorable payment receipt terms and resulted in an additional receipt in the year ended December 31, 2023, and the timing of cash collections and payments to third parties, including a $20.0 million prepayment on the dispensing of certain medications from one of our pharmacy program partners in the year ended December 31, 2023.
These changes were a result of the impact of revenue growth and our operating results as well as the timing of cash collections and payments to third parties, including $55.5 million of cash paid for income taxes, net of refunds for the year ended December 31, 2025.
As of the year ended December 31, 2024, the share repurchase programs were completed, and no amounts remained available for repurchase under the programs. Operating Lease Commitments In September 2019, we commenced a sublease agreement for our corporate offices in New York, New York. The sublease is for a 25,212 square foot office and will expire in May 2029.
As of the date of this filing, we have repurchased a total of 6,530,363 shares of common stock under the November 2025 share repurchase program for a total cost of $159.4 million. Operating Lease Commitments In September 2019, we commenced a sublease agreement for our corporate offices in New York, New York.
Removed
Our contracts with provider clinics are typically for a term of one to two years.
Added
We continue to expand our women's health and family building solutions to include pregnancy and postpartum, menopause and midlife, benefit and leave navigation, and parent and child wellbeing solutions. While these offerings represent strategic areas of investment, they were not a significant portion of our revenue for the years ended December 31, 2025 and 2024.
Removed
We believe there is sufficient positive evidence to conclude that it is more likely than not that substantially all the net deferred tax assets are realizable.
Added
We count each organization we contract with as a single client, including divisions, segments or subsidiaries of larger organizations to the extent we contract separately with them.
Removed
Interest and Other Income, Net Year Ended December 31, 2024 2023 % Change (dollars in thousands) Interest and other income, net $ 15,747 $ 8,507 85 % Interest and other income, net increased by $7.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to increases in investment and interest income.
Added
Includes ART cycles performed in the first half of 2025 under the extended transition of care agreement with the large client who did not renew its service agreement. (2) Represents the member utilization rate for all fertility and family building services, including but not limited to, ART cycles, initial consultations, IUIs and genetic testing.
Removed
If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition.
Added
Utilization for 2025 excludes activity under the extended transition of care agreement that ended June 30, 2025 with the large client who did not renew its service agreement, as only members meeting certain criteria were eligible to use the benefit.
Removed
Net cash provided by operating activities was $188.8 million for the year ended December 31, 2023, primarily consisting of net income of $62.0 million adjusted for certain non-cash items, which included $122.6 million of stock-based compensation expense, $19.9 million of bad debt expense, $3.7 million of deferred tax expense, and $2.3 million of depreciation and amortization.
Added
Stock-based compensation expense included $7.7 million of executive severance costs in the year ended December 31, 2025 mainly attributable to the accelerated vesting of awards upon the termination of an executive in December 2025. Other related general and administrative expense also included a benefit of $2.1 million in the year ended December 31, 2025 related to employee retention credit refunds.
Removed
Net cash used in financing activities was $11.1 million for the year ended December 31, 2023, consisting of payments of $17.2 million for employee taxes related to the net settlement of equity awards, partially offset by $4.9 million in proceeds from stock option exercises and $1.3 million in proceeds from contributions to our employee stock purchase plan.
Added
Liquidity and Capital Resources As of December 31, 2025, we had $112.2 million of cash and cash equivalents and $197.9 million of marketable securities. We have financed our operations primarily through cash generated from the sales of our solutions.
Added
Historically, these timing impacts have reversed throughout the remainder of the fiscal year. Accordingly, our working capital, and its impact on cash flow from operations, can fluctuate materially from period to period.
Added
On July 1, 2025, we entered into a revolving credit facility (the “Facility”) pursuant to a Credit Agreement (the “Credit Agreement”) with the lenders and issuing banks, party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, and swing line lender.
Added
The Credit Agreement makes available a maximum aggregate amount of $200 million, subject to customary borrowing conditions, until its maturity on July 1, 2030. We are in compliance with all financial covenants under the Credit Agreement as of December 31, 2025. As of the date of this filing, no amounts were drawn under the Facility.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeNonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations. 61 Table of Contents
Biggest changeNonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.
Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments. A hypothetical 10% change in interest rates would not result in a material impact on our consolidated financial statements.
Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments. A hypothetical 1% change in interest rates would not result in a material impact on our consolidated financial statements.
At December 31, 2024, we had cash and cash equivalents of $162.3 million and marketable securities of $65.6 million. Interest-earning instruments carry a degree of interest rate risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
At December 31, 2025, we had cash and cash equivalents of $112.2 million and marketable securities of $197.9 million. Interest-earning instruments carry a degree of interest rate risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

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