Progyny, Inc.

Previous wording

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. Today, we have grown our current base of clients to more than 590 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 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). We have achieved this growth by demonstrating that our purpose-built, data-driven and disruptive platform consistently delivers superior clinical outcomes in a cost-efficient manner, while driving exceptional client and member satisfaction. 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. Our members experience healthier pregnancies 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.

Current wording

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. Today, we have grown our current base of clients to more than 600 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 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). We have achieved this growth by demonstrating that our purpose-built, data-driven and disruptive platform consistently delivers superior clinical outcomes in a cost-efficient manner, while driving exceptional client and member satisfaction. 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. Our members experience healthier pregnancies 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.

Previous wording

(1)Calculated based on the Society for Assisted Reproductive Technology, or SART, 2021 National Summary Report, finalized in 2024.

Current wording

(1) Calculated based on the Society for Assisted Reproductive Technology, or SART, 2021 National Summary Report, finalized in 2024.

Previous wording

(2)Calculated based on CDC, 2022 National Summary and Clinic Data Sets, published in 2024

Current wording

(2) Calculated based on CDC, 2022 National Summary and Clinic Data Sets, published in 2024

Previous wording

(3)Calculated based on the 12-month period ended December 31, 2023.

Current wording

(3) Calculated based on the 12-month period ended December 31, 2023.

Previous wording

Our Clients. We currently serve over 590 employers with at least 1,000 covered lives 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. Our current clients, who are industry leaders across both high-growth and mature industries and who range in size from approximately 1,000 to 300,000 employees, represent approximately 7.2 million covered lives.

Current wording

Our Clients. We currently serve over 600 employers with at least 1,000 covered lives 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. Our current clients, who are industry leaders across both high-growth and mature industries and who range in size from approximately 1,000 to 300,000 employees, represent approximately 7.2 million covered lives.

Previous wording

•Population-Based Component. 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. PEPM fees represented 1% of our total revenue for the three months ended March 31, 2026 and 2025.

Current wording

•Population-Based Component. 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. PEPM fees represented 1% of our total revenue for the six months ended June 30, 2026 and 2025.

Previous wording

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 three months ended March 31, 2026 and 2025.

Current wording

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 six months ended June 30, 2026 and 2025.

Previous wording

Member and Client Base. Our addressable market is primarily 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. 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, represent 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. We intend to continue to drive new client acquisition by investing significantly in sales and marketing to engage, educate and drive awareness of the unmet need around fertility solutions among benefits executives. We also increase brand awareness and adoption with employers by leveraging our strong relationships with benefits consultants. In particular, we are focused on expanding the number of clients with more than 2,500 covered lives. As of March 31, 2026 and December 31, 2025, we served 595 and 555 clients, representing 7,179,000 and 6,689,000 members, respectively.

Current wording

Member and Client Base. Our addressable market is primarily 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. 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, represent 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. We intend to continue to drive new client acquisition by investing significantly in sales and marketing to engage, educate and drive awareness of the unmet need around fertility solutions among benefits executives. We also increase brand awareness and adoption with employers by leveraging our strong relationships with benefits consultants. In particular, we are focused on expanding the number of clients with more than 2,500 covered lives. As of June 30, 2026 and December 31, 2025, we served 604 and 555 clients, representing 7,190,000 and 6,689,000 members, respectively.

Previous wording

(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. 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.

Current wording

(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. 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.

Previous wording

(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. 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. For the purposes of calculating utilization rates in any given period, the results reflect the number of unique members utilizing the benefit for that period. Individual periods cannot be combined as member treatments may span multiple periods. 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.

Current wording

(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. 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. For the purposes of calculating utilization rates in any given period, the results reflect the number of unique members utilizing the benefit for that period. Individual periods cannot be combined as member treatments may span multiple periods. 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.

Previous wording

(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.

Current wording

(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.

Previous wording

Revenue increased by $4.5 million, or 1%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase is primarily due to a $3.0 million, or 1%, increase in revenue from our fertility benefits solution and a $1.5 million, or 1%, increase in revenue from our Progyny Rx solution. The increase in revenue from our fertility benefits solution and Progyny Rx solution was primarily due to the increase in the number of clients and covered lives, largely offset by the impact of the previously disclosed large client who did not renew its services for 2025 but provided an extended transition period over the first half of 2025 for members meeting certain criteria.

Current wording

Revenue increased by $17.6 million, or 5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase is primarily due to a $16.3 million, or 8%, increase in revenue from our fertility benefits solution and a $1.4 million, or 1%, increase in revenue from our Progyny Rx solution. The increase in revenue from our fertility benefits solution and Progyny Rx solution was primarily due to the increase in the number of clients and covered lives, partially offset by the impact of the previously disclosed large client who did not renew its services for 2025 but provided an extended transition period over the first half of 2025 for members meeting certain criteria.

Previous wording

Cost of services decreased by $2.8 million, or 1%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily due to a reduction in medical treatment and pharmacy prescription costs associated with fertility treatments delivered driven by the previously disclosed large client who did not renew its services for 2025 but provided an extended transition period over the first half of 2025 for members meeting certain criteria. This decrease in cost of services was also attributable to a decrease in personnel-related costs, which was partially offset by an increase in other related costs of services. The decrease in personnel-related costs was due to a $3.1 million decrease in stock-based compensation expense, partially offset by higher costs attributable to incremental head count.

Current wording

Cost of services increased by $7.3 million, or 3%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was primarily due to an increase in the medical treatment and pharmacy prescription costs associated with fertility treatments delivered. The increase in cost of services was also due to an increase in other related costs of services, and was partially offset by a decrease in personnel-related costs and the impact of the previously disclosed large client who did not renew its services for 2025 but provided an extended transition period over the first half of 2025 for members meeting certain criteria. The decrease in personnel-related costs was due to a $3.4 million decrease in stock-based compensation expense, partially offset by higher costs attributable to incremental head count.

Previous wording

Gross profit increased by $7.3 million, or 10%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Gross profit increased by $10.3 million, or 13%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

Gross margin increased 190 basis points for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to ongoing efficiencies realized in the delivery of our care management services as well as a decrease in stock-based compensation expense.

Current wording

Gross margin increased 180 basis points for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to ongoing efficiencies realized in the delivery of our care management services as well as a decrease in stock-based compensation expense.

Previous wording

Sales and marketing expense decreased by $0.9 million, or 5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily due to a $1.2 million decrease in personnel-related costs, partially offset by a $0.3 million increase in other related sales and marketing expenses. The decrease in personnel-related costs was due to a $2.3 million decrease in stock-based compensation expense, partially offset by higher costs attributable to incremental head count.

Current wording

Sales and marketing expense decreased by $0.3 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily due to a $1.6 million decrease in personnel-related costs, partially offset by a $1.3 million increase in other related sales and marketing expenses. The decrease in personnel-related costs was due to a $2.6 million decrease in stock-based compensation expense, partially offset by higher costs attributable to incremental head count.

Previous wording

General and administrative expense decreased by $3.0 million, or 9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily due to a $4.7 million decrease in personnel-related costs and a $1.2 million decrease in bad debt expense, partially offset by a $2.9 million increase in other related general and administrative expenses. The decrease in personnel-related costs was due to a $7.3 million decrease in stock-based compensation expense, partially offset by higher costs attributable to incremental head count. The decrease in stock-based compensation expense was driven by the November 2021 retention equity grant which became fully vested in late 2025 and therefore is no longer contributing to the expense in 2026.

Current wording

General and administrative expense decreased by $5.0 million, or 14%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily due to a $5.1 million decrease in personnel-related costs and a $0.3 million decrease in other related general and administrative expenses, partially offset by a $0.4 million increase in bad debt expense. The decrease in personnel-related costs was due to a $5.9 million decrease in stock-based compensation expense, partially offset by higher costs attributable to incremental head count. The decrease in stock-based compensation expense was driven by the November 2021 retention equity grant which became fully vested in late 2025 and therefore is no longer contributing to the expense in 2026.

Previous wording

Interest and other income, net decreased by $0.9 million, or 36% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily due to a decrease in interest income and an increase in interest expense.

Current wording

Interest and other income, net decreased by $1.6 million, or 58% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily due to a decrease in interest income and an increase in interest expense.

Previous wording

Provision for income taxes increased by $1.2 million, or 10%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was primarily due to higher operating profit, partially offset by a decrease in tax deficiencies related to stock-based compensation.

Current wording

Provision for income taxes increased by $3.1 million, or 31%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was primarily due to higher operating profit, partially offset by a decrease in tax deficiencies related to stock-based compensation.

Previous wording

As of March 31, 2026, we had $131.6 million of cash and cash equivalents and $93.5 million of marketable securities. We have financed our operations primarily through cash generated from the sales of our solutions. 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. 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. 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.

Current wording

As of June 30, 2026, we had $152.6 million of cash and cash equivalents and $84.3 million of marketable securities. We have financed our operations primarily through cash generated from the sales of our solutions. 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. 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. 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.

Previous wording

Net cash provided by operating activities was $45.9 million for the three months ended March 31, 2026, primarily consisting of net income of $24.2 million adjusted for certain items, which includes $19.7 million of stock-based compensation expense, $4.4 million of bad debt expense, $1.5 million of depreciation and amortization, $1.2 million of net accretion of discounts on marketable securities, $0.3 million of non-cash interest expense, and $0.1 million of loss on disposal of property and equipment. Changes in operating assets and liabilities resulted in cash used in operating activities from an increase in accounts receivable of $47.8 million and other noncurrent assets and liabilities of $2.4 million, partially offset by cash provided by operating activities from an increase in accounts payable of $33.6 million and accrued expenses and other current liabilities of $1.5 million, and a decrease in prepaid expenses and other current assets of $9.6 million. 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 $0.6 million of cash paid for income taxes, net of refunds received for the period ended March 31, 2026.

Current wording

Net cash provided by operating activities was $96.4 million for the six months ended June 30, 2026, primarily consisting of net income of $52.3 million adjusted for certain items, which includes $40.2 million of stock-based compensation expense, $10.2 million of bad debt expense, $3.1 million of depreciation and amortization, $0.6 million of net accretion of discounts on marketable securities, $0.6 million of loss on disposal of property and equipment, and $0.4 million of non-cash interest expense. Changes in operating assets and liabilities resulted in cash used in operating activities from increases in accounts receivable, net of $47.4 million and other noncurrent assets and liabilities of $3.2 million, partially offset by cash provided by operating activities from increases in accounts payable of $27.8 million and accrued expenses and other current liabilities of $8.0 million, and a decrease in prepaid expenses and other current assets of $3.8 million. 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 $19.0 million of cash paid for income taxes, net of refunds received for the period ended June 30, 2026.

Previous wording

Net cash provided by operating activities was $49.8 million for the three months ended March 31, 2025, primarily consisting of net income of $15.1 million adjusted for certain items, which includes $32.5 million of stock-based compensation expense, $5.7 million of bad debt expense, $1.1 million of depreciation and amortization, $1.1 million of net accretion of discounts on marketable securities, and $0.1 million of loss on disposal of property and equipment. Changes in operating assets and liabilities resulted in cash used in operating activities from increases in accounts receivable of $69.7 million, prepaid expenses and other current assets of $2.4 million, and other noncurrent assets and liabilities of $0.7 million, partially offset by cash provided by operating activities from increases in accounts payable of $49.6 million and accrued expenses and other current liabilities of $17.5 million. 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 $0.4 million of cash paid for income taxes, net of refunds received for the period ended March 31, 2025.

Current wording

Net cash provided by operating activities was $105.3 million for the six months ended June 30, 2025, primarily consisting of net income of $32.2 million adjusted for certain items, which includes $64.9 million of stock-based compensation expense, $11.0 million of bad debt expense, $2.3 million of depreciation and amortization, and $0.1 million of loss on disposal of property and equipment. Changes in operating assets and liabilities resulted in cash used in operating activities from increases in accounts receivable of $47.2 million, prepaid expenses and other current assets of $7.9 million, and other noncurrent assets and liabilities of $1.2 million, partially offset by cash provided by operating activities from increases in accounts payable of $45.2 million and accrued expenses and other current liabilities of $5.9 million. 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 $24.3 million of cash paid for income taxes, net of refunds received for the period ended June 30, 2025.

Previous wording

Net cash provided by investing activities was $96.6 million for the three months ended March 31, 2026 which primarily consisted of net proceeds from marketable securities of $102.9 million. The remainder of the activity consisted of purchases of computers, software, including capitalized software development costs, leasehold improvements, and furniture and fixtures.

Current wording

Net cash provided by investing activities was $100.1 million for the six months ended June 30, 2026, which primarily consisted of net proceeds from marketable securities of $112.7 million. The remainder of the activity consisted of purchases of computers, software, including capitalized software development costs, leasehold improvements, and furniture and fixtures.

Previous wording

For the three months ended March 31, 2025, net cash used in investing activities was $94.6 million for the three months ended March 31, 2025 which primarily consisted of net investments in marketable securities of $82.4 million and $9.3 million of cash used in a business acquisition, net of cash acquired. The remainder of the activity consisted of purchases of computers, software, including capitalized software development costs, and furniture and fixtures.

Current wording

Net cash used in investing activities was $124.5 million for the six months ended June 30, 2025, which primarily consisted of net investments in marketable securities of $107.1 million and $9.3 million of cash used in a business acquisition, net of cash acquired. The remainder of the activity consisted of purchases of computers, software, including capitalized software development costs, leasehold improvements, and furniture and fixtures.

Previous wording

Our capital investments, including investments in technology and the development of software, are expected to increase over the next 12 months as we continue to invest in our benefits offerings and growth strategy.

Current wording

We expect our capital investments, including investments in technology and the development of software, to remain consistent with current levels for the remainder of the fiscal year as we continue to invest in our benefits offerings and growth strategy.

Previous wording

Net cash used in financing activities was $123.1 million for the three months ended March 31, 2026, consisting of $118.6 million of cash paid for repurchases of common stock under the November 2025 share repurchase program, inclusive of $0.2 million in trading fees, payments of $4.8 million for employee taxes related to equity awards, partially offset by $0.3 million in proceeds from contributions to our employee stock purchase plan.

Current wording

Net cash used in financing activities was $156.0 million for the six months ended June 30, 2026, consisting of $148.6 million of cash paid for repurchases of common stock under the November 2025 and May 2026 share repurchase programs, inclusive of $0.2 million in trading fees, payment of $0.5 million excise tax from the repurchase of common stock, and $7.5 million for employee taxes related to equity awards, partially offset by $0.7 million in proceeds from contributions to our employee stock purchase plan.

Previous wording

Net cash used in financing activities was $3.3 million for the three months ended March 31, 2025, consisting of payments of $3.6 million for employee taxes related to equity awards, partially offset by $0.3 million in proceeds from contributions to our employee stock purchase plan.

Current wording

Net cash used in financing activities was $5.6 million for the six months ended June 30, 2025, consisting of payments of $6.2 million for employee taxes related to equity awards, partially offset by $0.6 million in proceeds from contributions to our employee stock purchase plan.

Previous wording

In November 2025, our Board of Directors authorized a share repurchase program of up to $200 million in shares of common stock (the “November 2025 share repurchase program”).

Current wording

In November 2025, our Board of Directors authorized a share repurchase program of up to $200 million in shares of common stock (the “November 2025 share repurchase program”). In May 2026, our Board of Directors authorized an additional share repurchase program of up to $200 million in shares of common stock (the “May 2026 share repurchase program", together with the November share repurchase program, the ("share repurchase programs").

Previous wording

For the three months ended March 31, 2026, we repurchased a total of 5,511,824 shares of common stock under the November 2025 share repurchase program at an average price per share of $21.13 and a total cost of $116.6 million, inclusive of $0.2 million in trading fees. In addition, we recognized $1.1 million of excise taxes related to the share repurchases. As of March 31, 2026, the November 2025 share repurchase program was completed, and no amounts remained available for repurchase under the program.

Current wording

During the six months ended June 30, 2026, we repurchased a total of 6,700,337 shares of common stock under the share repurchase programs at an average price per share of $22.08 and a total cost of $148.1 million, inclusive of $0.2 million in trading fees. In addition, we recognized $1.3 million of excise taxes related to the share repurchases. As of June 30, 2026, $168.5 million remained available for purchases under the May 2026 share repurchase program.