What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-29 · 41 added, 34 removed, 161 unchanged (32% of the section changed)

CONTROLS AND PROCEDURES

Limitations on Effectiveness of Controls and Procedures

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

1 unchanged sentence

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act).

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements.

1 unchanged sentence

Under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on the assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Based on its assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management's evaluation of internal control over financial reporting excluded Apryl GmbH, also known as Progyny Global, which we acquired on June 17, 2024.

On a consolidated basis, Apryl GmbH, also known as Progyny Global, represented less than 1% of our total assets and total revenues for the fiscal year ended December 31, 2024.

Attestation Report of the Independent Registered Public Accounting Firm

Ernst & Young LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in the Annual Report on Form 10-K and has issued an attestation report on our internal control over financial reporting, which is included in this Item 9A below.

Ernst & Young LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and has issued an attestation report on our internal control over financial reporting, which is included in this Item 9A below.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 29, 2024, expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Apryl GmbH also known as Progyny Global, which is included in the 2024 consolidated financial statements of the Company and constituted less than 1% of total assets and revenue as of and for the year ended December 31, 2024, respectively.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Apryl GmbH also known as Progyny Global.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024 and the related notes, and our report dated March 3, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

15 unchanged sentences

/s/ Ernst & Young LLP

February 29, 2024

March 3, 2025

OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer of the Company adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

On December 20, 2024 , Peter Anevski , our Chief Executive Officer , terminated the trading plan that was intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act adopted by him on January 26, 2024.

The plan provided for the sale of up to 1,195,000 shares of the Company’s common stock in amounts and prices determined in accordance with a formula set forth in the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Code of Conduct

Our Board of Directors has adopted a Code of Conduct applicable to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, and persons performing similar functions.

A copy of our Code of Conduct is available at the Investor Relations section of our website, located at investors.progyny.com , under “Governance—Documents & Charters.” We intend to make all disclosures required by law or Nasdaq Stock Market rules regarding any amendments to, or waivers from, any provisions of the code at the same location of our website.

Our website is not incorporated by reference into this Annual Report on Form 10-K, and you should not consider information on our website to be part of this Annual Report on Form 10-K.

Other Information

The remaining information required by this item will be included under the headings “Proposal 1—Election of Directors,” “Information Regarding Director Nominees and Current Directors,” “Information Regarding the Board of Directors and Corporate Governance,” and, if applicable, “Delinquent Section 16(a) Reports” in our definitive proxy statement relating to the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023, which we refer to as our 2024 Proxy Statement, and such required information is incorporated herein by reference into this Annual Report on Form 10-K.

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all of the Company's directors, officers, employees and other covered persons, as well as the Company itself.

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable Nasdaq listing standards.

A copy of the Company's insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The other information required by this item will be included under the headings “Proposal 1—Election of Directors,” “Information about Director Nominees and Current Directors,” “Information about the Board of Directors and Corporate Governance,” “Executive Officers,” and, if applicable, “Delinquent Section 16(a) Reports” in our definitive proxy statement relating to the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024, which we refer to as our 2025 Proxy Statement, and such required information is hereby incorporated by reference into this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

The information required by this item will be included under the headings “Executive Compensation,” “Director Compensation,” and “Information Regarding the Board of Directors and Corporate Governance” in our 2024 Proxy Statement and is hereby incorporated by reference into this Annual Report on Form 10-K.

The information required by this item will be included under the headings “Executive Compensation,” “Director Compensation,” and “Information about the Board of Directors and Corporate Governance” in our 2025 Proxy Statement and is hereby incorporated by reference into this Annual Report on Form 10-K.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be included under the heading “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in our 2024 Proxy Statement and is hereby incorporated by reference into this Annual Report on Form 10 K.

The information required by this item will be included under the headings “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in our 2025 Proxy Statement and is hereby incorporated by reference into this Annual Report on Form 10 K.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be included under the headings “Transactions with Related Persons,” and “Information Regarding the Board of Directors and Corporate Governance” in our 2024 Proxy Statement and is hereby incorporated by reference into this Annual Report on Form 10-K.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item will be included under the heading “Principal Accountant Fees and Services” in our 2024 Proxy Statement and is hereby incorporated by reference into this Annual Report on Form 10-K.

The information required by this item will be included under the headings “Transactions with Related Persons” and “Information about the Board of Directors and Corporate Governance” in our 2025 Proxy Statement and is hereby incorporated by reference into this Annual Report on Form 10-K.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be included under the headings “Principal Accountant Fees and Services” and “Pre-Approval Policies and Procedures” in our 2025 Proxy Statement and is hereby incorporated by reference into this Annual Report on Form 10-K.

EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES.

20 unchanged sentences

8-K 001-39100 3.2 10/31/2019

3.2 Amended and Restated By-laws of Progyny, Inc .

S-1 333-233965 3.4 9/27/2019

3.2 Second Amended and Restated By-laws of Progyny, Inc.

10-Q 001-39100 3.1 11/12/2024

4.1 Form of Common Stock Certificate.

32 unchanged sentences

10.8† Amended and Restated Employment Agreement between Progyny, Inc.

and David Schlanger, dated December 23, 2021

and David Schlanger, effective January 1, 2022.

10-Q 001-39100 10.1 5/6/2022

10.9† Amended and Restated Employment Agreement between Progyny, Inc.

and Peter Anevski, dated December 23, 2021.

and Peter Anevski, effective January 1, 2022.

10-Q 001-39100 10.2 5/6/2022

10.10† Amended and Restated Employment Agreement between Progyny, Inc.

and Mark Livingston dated June 7, 2022

and Mark Livingston, effective June 7, 2022.

10-Q 001-39100 10.1 8/5/2022

10.11† Employment Agreement between Progyny, Inc.

and Allison Swartz dated October 27, 2022

and Allison Swartz, effective October 27 , 2022.

10-K 001-39100 10.11 3/1/2023

10.12† Amended and Restated Employment Agreement between Progyny, Inc.

and Michael Sturmer dated December 23, 2021

and Michael Sturmer, effective January 1, 2022.

10-Q 001-39100 10.3 5/6/2022

7 unchanged sentences

10-Q 001-39100 10.1 8/7/2020

10.16 Progyny, Inc.

Executive Severance Plan.

10-Q 001-39100 10.1 5/10/2024

19.1 Progyny, Inc.

Statement of Policy Concerning Trading in Company Securities.

21.1 List of Subsidiaries.

10 unchanged sentences

Policy for Recovery of Erroneously Awarded Compensation.

10-K 001-39100 97 2/29/2024

101.INS Inline XBRL Instance Document.

11 unchanged sentences

PROGYNY, INC.

February 29, 2024

March 3, 2025

/s/ PETER ANEVSKI

4 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Anevski and Mark Livingston, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of February 29, 2024.

Signature Title

5 unchanged sentences

David Schlanger

/s/ BETH SEIDENBERG

Lead Independent Director

Beth Seidenberg, M.D.

/s/ DEBRA MORRIS

/s/ LLOYD DEAN Director

4 unchanged sentences

Roger Holstein

/s/ JEFFREY PARK Director

/s/ JEFFREY PARK Lead Independent Director

/ s / NORMAN PAYSON

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures