What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-03-03 · 209 added, 119 removed, 716 unchanged (31% of the section changed)

16 unchanged sentences

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 3, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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As discussed in Note 2 to the consolidated financial statements, the Company estimates accrued receivables for those fertility benefit services provided but for which a claim has not been received from the provider clinic based on historical claims experience.

The estimated cost of the related services and accrued claims payable are determined based upon the amount to be paid to the provider clinic and expected gross margin on each related fertility benefit service estimated to have been provided.

The estimated cost of the related services and accrued claims payable are determined based upon the amount to be paid to the provider clinic and the expected gross margin on each related fertility benefit service estimated to have been provided.

Auditing the Company’s estimates of accrued receivables and the related accrued claims payable was complex and required significant judgment as the estimates were sensitive to changes in the significant assumptions, including management’s assumptions regarding the lag between authorization date and service date, service changes and cancellations.

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We have served as the Company’s auditor since 2012.

March 3, 2025

February 27, 2026

PROGYNY, INC.

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Intangible assets, net 6,216 1,303

Deferred tax assets 84,933 73,120

Deferred tax assets, net 93,013 84,933

Other noncurrent assets 16,536 2,977

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Income before income taxes 95,432 83,202 70,691

Provision (benefit) for income taxes 28,866 8,654 ( 5,917 )

Provision for income taxes 36,912 28,866 8,654

Net income $ 58,520 $ 54,336 $ 62,037

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Net income $ 58,520 $ 54,336 $ 62,037

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Unrealized gain on marketable securities before reclassifications 133 4,500 6,143

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Foreign currency translation gain (loss) 326 31 ( 15 )

Total other comprehensive (loss) income, net of tax ( 2,780 ) 2,318 594

Total other comprehensive income (loss), net of tax 459 ( 2,780 ) 2,318

Total comprehensive income $ 58,979 $ 51,556 $ 64,355

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(in thousands, except share and per share amounts)

Common Stock Treasury Stock Additional Paid in Capital Accumulated Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total

Common Stock Treasury Stock Additional Paid in Capital Accumulated Earnings

Accumulated Other Comprehensive Income (Loss) Total

Shares Amount

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Stock-based compensation — — — 123,208 — — 123,208

Warrant exercise 247,672 — — 0 — — 0

Other comprehensive income, net of tax — — — — — 2,318 2,318

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Stock-based compensation — — — 129,544 — — 129,544

Repurchase of common stock ( 12,382,193 ) — ( 302,880 ) — — — ( 302,880 )

Warrant exercise 279,867 0 — 0 — — 0

Other comprehensive income, net of tax — — — — — 2,318 2,318

Other comprehensive loss, net of tax — — — — — ( 2,780 ) ( 2,780 )

Net income — — — — 54,336 — 54,336

4 unchanged sentences

Repurchase of common stock ( 3,301,596 ) — ( 84,186 ) — — — ( 84,186 )

Warrant exercise 279,867 0 — 0 — — 0

Other comprehensive loss, net of tax — — — — — ( 2,780 ) ( 2,780 )

Other comprehensive income, net of tax

— — — — — 459 459

Net income — — — — 58,520 — 58,520

Balances at December 31, 2024 85,310,698 9 ( 303,889 ) 581,596 144,307 39 422,062

Balance at December 31, 2025

83,365,696 $ 9 $ ( 388,075 ) $ 700,785 $ 202,827 $ 498 $ 516,044

The accompanying notes are an integral part of these consolidated financial statements.

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Deferred tax (benefit) expense ( 8,115 ) ( 10,456 ) 3,745

Non-cash interest income — ( 34 ) —

Non-cash interest expense (income) 434 — ( 34 )

Depreciation and amortization 4,948 3,175 2,281

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Acquisition of business, net of cash acquired ( 9,340 ) ( 5,304 ) —

Net cash provided (used in) by investing activities 195,792 ( 200,525 ) ( 43,866 )

Net cash (used in) provided by investing activities ( 159,013 ) 195,792 ( 200,525 )

FINANCING ACTIVITIES

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Proceeds from exercise of stock options 86 1,099 4,850

Issuance costs on credit facility

( 3,087 ) — —

Payment of employee taxes related to equity awards ( 15,848 ) ( 12,001 ) ( 17,200 )

1 unchanged sentence

Net cash used in financing activities ( 99,362 ) ( 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 ) 28,665

Cash and cash equivalents, beginning of year 97,296 120,078 91,413

Cash and cash equivalents, end of year $ 162,314 $ 97,296 $ 120,078

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

Net (decrease) increase in cash, cash equivalents, and restricted cash ( 48,121 ) 65,018 ( 22,782 )

Cash, cash equivalents, and restricted cash, beginning of year 162,314 97,296 120,078

Cash, cash equivalents, and restricted cash, end of year $ 114,193 $ 162,314 $ 97,296

Cash and cash equivalents

$ 112,238 $ 162,314 $ 97,296

Restricted cash included within other noncurrent assets

Total cash, cash equivalents, and restricted cash

$ 114,193 $ 162,314 $ 97,296

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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The fertility benefits solution consists of a significant service that integrates:

(1) the treatment services (“Smart Cycles”) that the Company has designed, (2) access to the Progyny network of high-quality fertility specialists that perform the Smart Cycle treatments and (3) active management of the selective network of high-quality provider clinics, real-time member eligibility and treatment authorization, member-facing digital tools and detailed quarterly reporting supported by the Company’s dedicated client success teams, and end-to-end comprehensive concierge member support provided by Progyny’s in-house staff of Patient Care Advocates (“PCAs”) (collectively, the “care management services”).

The Company enhanced its benefits solution offerings with the launch of its pharmacy benefits solution, Progyny Rx, effective January 1, 2018.

Progyny Rx provides the Company's members with access to the medications needed during their fertility treatment.

(1) the treatment services (“Smart Cycles”) that the Company has designed, (2) access to the Progyny network of high-quality fertility specialists that perform the Smart Cycle treatments and (3) active management of the selective network of high-quality provider clinics, real-time member eligibility and treatment authorization, member-facing digital tools and detailed quarterly reporting supported by the Company’s dedicated client success teams, and end-to-end comprehensive concierge member support provided by Progyny’s in-house staff of Progyny Care Advocates (“PCAs”) (collectively, the “care management services”).

Progyny Rx is the integrated pharmacy benefits solution that is available as an add-on service by the Company's members to the fertility benefits solution.

As part of this solution, the Company provides care management services, which include formulary plan design, simplified authorization, assistance with prescription fulfillment, and timely delivery of the medications by the Company’s network of specialty pharmacies, as well as medication administration training, pharmacy support services, and continuing PCA support.

As a pharmacy benefits solution provider, Progyny manages the dispensing of pharmaceuticals through the Company’s specialty pharmacy contracts.

Progyny Rx is only available as an add-on service to the fertility benefits solution.

The Company has recently expanded its offerings to include pregnancy and postpartum, menopause and midlife, benefit and leave navigation, and parent and child wellbeing solutions (collectively referred to as the "Other solutions").

The Other solutions are not material to the consolidated financial statements.

Basis of Presentation

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All intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in United Sates (“U.S.

The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S.

Use of Estimates

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a per employee per month ("PEPM") administration fee (in most, but not all contracts) and a fixed rate per Smart Cycle.

The PEPM administration fee is allocated between the fertility benefits solution and the pharmacy benefits solution based on standalone selling price, estimated using an expected cost-plus margin method.

The Company allocates the variable consideration related to the fixed rate per Smart Cycle to the distinct period during which the related services were performed as those fees relate specifically to the Company’s efforts to provide its fertility benefits solution to its clients in the period and represents the consideration the Company is entitled to for the fertility benefits services provided.

As a result, the fixed rate per Smart Cycle is included in the transaction price and recognized in the period in which the Smart Cycle is provided to the member.

The PEPM administration fee is estimated using the expected value method and is allocated between the fertility benefits solution and the pharmacy benefits solution based on standalone selling price, estimated using an expected cost-plus margin method.

The fixed rate per Smart Cycle meets the variable consideration allocation exception as the usage-based fees relate specifically to the Company's efforts to satisfy the performance obligation to provide services and is allocated to the distinct period during which the related services were performed and represents the consideration the Company is entitled to for the fertility benefits services provided.

As a result, the fixed rate per Smart Cycle is included in the transaction price for the fertility benefits solution.

Progyny’s contracts also include potential service level agreement refunds related to outcome-based service metrics.

These service level refunds, which are determined based on results of a full plan year, if met, are based on a percentage of the PEPM fee paid by clients.

The Company estimates the variable consideration related to the total PEPM administration fee, less estimated refunds related to service level agreements, and recognizes the amounts allocated to the fertility benefits solution ratably over the contract term.

In addition, certain client contracts include service level agreement refunds related to financial metrics for a full plan year.

The Company estimates the variable consideration for service level agreement refunds using the expected value method and recognizes the amounts allocated to the fertility benefits solution ratably over the contract term.

Progyny’s estimates of service level agreement refunds have not historically resulted in significant adjustments to the transaction price.

There is no constraint on variable consideration within Progyny's fertility benefits contracts.

The Company recognizes revenue for its fertility benefit solution in the period in which the Smart Cycle services are provided to the member.

The services provided in a reporting period are based on actual claims received from the provider clinic and an estimate of services provided but for which a claim has not been received at the end of the reporting period, which we refer to as accrued receivables, and is discussed in further detail below.

Clients are typically invoiced on a monthly basis for the PEPM administration fee.

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a PEPM administration fee (in most, but not all contracts) and a fixed fee per fertility drug.

As described above, the PEPM administration fee, less estimated refunds related to service level agreements, is allocated to the pharmacy benefits solution and recognized ratably over the contract term.

The Company allocates the variable consideration related to the fixed fee per fertility drug to the distinct period during which the related services were performed, as those fees relate specifically to the Company’s efforts to provide its pharmacy benefits solution to clients in the period and represents the consideration the Company is entitled to for the pharmacy benefits services provided.

As described above, the PEPM administration fee and estimated refunds related to service level agreements are allocated to the pharmacy benefits solution and recognized ratably over the contract term.

The fixed fee per fertility drug meets the variable consideration allocation exception as the usage-based fees relate specifically to the Company’s efforts to satisfy the performance obligation to provide services and is allocated to the distinct period during which the related services were performed and represents the consideration the Company is entitled to for the pharmacy benefits services provided.

As a result, the fixed fee per fertility drug is included in the transaction price and recognized in the period in which the Company is entitled to consideration from a client, which is when a prescription is filled and delivered to the members.

There is no constraint on variable consideration within Progyny's pharmacy benefits contracts.

As stated above, clients are invoiced on a monthly basis for the PEPM administration fee.

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The Company estimates the allowance for doubtful accounts based on the lifetime expected credit losses for the client and member receivable pools, respectively.

Under this current expected credit losses model, the Company determines the allowance for doubtful accounts based on factors such as the age of the receivable balance, historical experience, current economic conditions, and reasonable and supportable forecasts of future economic conditions.

An allowance for credit losses is applied at the time the asset is recognized.

Expected credit losses are recorded as general and administrative expenses on the consolidated statements of operations.

Under this current expected credit losses model, the Company determines the allowance for doubtful accounts based on factors such as the age of the receivable balance, historical experience of losses, current economic conditions, and reasonable and supportable forecasts of future economic conditions in order to develop loss rates for each of its receivable pools.

An allowance for credit losses is applied at the time the asset is recognized, including to current or not yet due amounts, based on the Company’s estimated loss rates which consider the migration of receivables from current to aged and collection rates associated with receivables that are delinquent.

Expected credit losses are recorded as general and administrative expenses in the consolidated statements of operations.

The Company records write-offs, as a deduction from the allowance for doubtful accounts, in the period in which its receivables are deemed uncollectible, which is when all efforts of collection have been exhausted or it is no longer pursuing collection of the receivable, and can take up to several years from the initial billing based on the nature of the Company’s receivables, which consist of a high volume of low dollar balances, particularly on the member receivable pool.

The following table provides a summary of the activity in this allowance (in thousands):

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The effect of adjustments resulting from the reconciliation of rebates recognized to the amounts billed and collected has not been material to the Company’s results of operations.

Research and Development Costs

Research and development costs consist primarily of personnel and related expenses, including salaries, bonuses, benefits, and stock-based compensation expense for employees engaged in research and development activities as well as third-party vendor costs.

All such costs are expensed as incurred and are included within general and administrative expense in the consolidated statement of operations.

The Company focuses its research and development efforts on activities related to the design, development, testing and enhancement of its product offerings and technology platforms.

For the year ended December 31, 2025, research and development expense was $ 9.5 million.

Concentration of Credit Risk and Off-Balance-Sheet Risk

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Property and Equipment

Property and equipment consist of computer equipment, machinery and equipment, furniture and fixtures, leasehold improvements, and capitalized software development costs.

Property and equipment consists of computer equipment, machinery and equipment, furniture and fixtures, leasehold improvements, and capitalized software development costs.

The assets are stated at cost less accumulated depreciation.

Depreciation is calculated using the straight-line method based on estimated useful lives and in the case of leasehold improvements, the shorter of the useful life or the remaining term of the lease (see Note 5).

Goodwill and Intangible Assets

1 unchanged sentence

Other intangible assets consist of trademarks, physician network, and the websites acquired in the Fertility Authority acquisition.

Goodwill, including other definite-lived intangible assets, are carried at their initial acquisition date fair value less any impairment.

Goodwill is carried at the initial acquisition date fair value less any impairment.

Other intangible assets are recorded at fair value at the date of acquisition, less accumulated amortization.

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Goodwill is reviewed for impairment annually as of October 1 st of each year or when an interim triggering event has occurred indicating potential impairment.

Events or changes in circumstances which could trigger an impairment

review, which are assessed at the reporting unit level, include significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, significant underperformance relative to historical or projected future results of operations, a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition or a loss of key personnel.

Events or changes in circumstances which could trigger an impairment review, which are assessed at the reporting unit level, include significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, significant underperformance relative to historical or projected future results of operations, a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition or a loss of key personnel.

The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount.

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The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or using a discounted cash flow analysis.

The Company recorded a $ 1.4 million loss on disposal of property and equipment for the year ended December 31, 2024.

The Company recorded a $ 0.1 million and $ 1.4 million loss on disposal of property and equipment for the years ended December 31, 2025 and 2024, respectively.

There were no other significant impairments recorded for the years ended December 31, 2025, 2024 and 2023.

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The incremental borrowing rate is subsequently reassessed upon a modification to the lease arrangement.

The operating lease ROU asset also includes any lease payments made prior to commencement date and excludes lease incentives and initial direct costs incurred.

The operating lease ROU asset also includes any lease payments made prior to the commencement date and excludes lease incentives and initial direct costs incurred.

ROU assets are subsequently assessed for impairment in accordance with the Company’s accounting policy for long-lived assets.

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ASC 718 requires all stock-based payments, including restricted stock units and grants of stock options, to be recognized in the consolidated statements of operations based on their respective fair values.

The fair value of the Company’s restricted stock units has been determined utilizing the closing market price of the Company’s common stock on the date of the grant, including those with performance-based vesting criteria.

The fair value of the Company’s stock options and stock purchased under the employee stock purchase plan has been determined using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends.

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Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes.

The Company periodically reviews the recoverability of deferred tax assets recorded on the consolidated balance sheet and provides valuation allowances as deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized.

The Company periodically reviews the recoverability of deferred tax assets recorded in the consolidated balance sheets and provides valuation allowances as deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized.

Income tax expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules.

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Shareholder's total net foreign income over a deemed return on tangible assets.

The Company's policy is to recognize GILTI taxes as a current period expense, as a component of income tax expense, in the consolidated statements of operations and comprehensive income.

The Company's policy is to recognize GILTI, if any, as a component of income tax expense in the consolidated statements of operations and comprehensive income during the period the tax arises.

Fair Value of Financial Instruments and Fair Value Measurements

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Recently Adopted Accounting Pronouncements

In May 2021, the FASB issued ASU No.

2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation- Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40), which provides guidance on modifications or exchanges of a freestanding equity-classified written call options that are not within the scope of another Topic, such as warrants.

The Company adopted this standard as of January 1, 2022 on a prospective basis to modifications or exchanges occurring on or after this date.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The standard is intended to provide a better understanding of an entity's overall performance and business activities through improved disclosure about an entity's reportable segments, including more detailed information about reportable segment expenses.

The Company adopted this standard in the annual period beginning January 1, 2024 and applied the disclosure requirements retrospectively to all prior periods presented in the financial statements.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Accounting Pronouncements Issued but Not Yet Adopted

In December 2023, the FASB issued ASU No.

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The standard is intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information.

The new standard will be effective for the Company for the fiscal year beginning January 1, 2025.

While the new standard does require further disaggregation of the income tax footnote, the Company currently does not expect the adoption of the new standard to have a material effect on its consolidated financial statements.

The Company adopted this standard prospectively in the annual period beginning January 1, 2025.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Refer to Note 14 – Income Taxes for the inclusion of the new disclosures required.

Accounting Pronouncements Issued but Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

The standard is intended to provide enhanced transparency into the nature of expenses and requires more detailed information on specific

expense categories (purchases of inventory, employee compensation, depreciation, and intangible asset amortization) included in certain expense captions presented on the face of the income statement.

The standard is intended to provide enhanced transparency into the nature of expenses and requires more detailed information on specific expense categories (purchases of inventory, employee compensation, depreciation, and intangible asset amortization) included in certain expense captions presented on the face of the income statement.

The new standard will be effective for the Company for the fiscal year beginning January 1, 2027, and for interim periods within the fiscal year beginning January 1, 2028.

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The Company is currently evaluating the impact of the new standard including the impact on its disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendment in ASU 2025-05 provides entities with a practical expedient to simplify the estimation of expected credit losses by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset.

The new standard will be effective for the Company for the fiscal year, including interim periods, beginning January 1, 2026.

Early adoption is permitted and this amendment is applied prospectively.

The Company is currently evaluating the impact of the new standard on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The amendments in this update are intended to improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future.

The amendments in this update will be effective for the Company for the fiscal year, including interim periods, beginning January 1, 2028.

Early adoption is permitted.

The Company is currently evaluating the impact of the new standard on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which provides clarity on the current interim reporting requirements by improving the navigability of the required interim disclosures, clarifying when that guidance is applicable, and applying Topic 270 to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The amendment will be effective for the Company for the fiscal year, including interim periods, beginning January 1, 2028.

Early adoption is permitted.

The Company is currently evaluating the impact of the new standard on its consolidated financial statements.

Disaggregated revenue

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Fertility benefit services revenue (1)

$ 830,929 $ 729,551 $ 676,295

Pharmacy benefit services revenue 457,732 437,670 412,303

Total revenue $ 1,288,661 $ 1,167,221 $ 1,088,598

(1) Includes revenue from the Other solutions, which is not significant in any of the periods presented.

Concentration of Major Clients

For the year ended December 31, 2024, one client accounted for 12 % of total revenue.

For the year ended December 31, 2023, that same client accounted for 13 % of total revenue.

For the year ended December 31, 2022, two clients accounted for 16 %, and 10 %, or a combined 26 % of total revenue.

No other clients accounted for more than 10% of total revenue for the years ended December 31, 2024, 2023, and 2022.

For the year ended December 31, 2025, no client accounted for more than 10% of total revenue.

For the year ended December 31, 2024 and December 31, 2023, one client represented 12 % and 13 % of total revenue, respectively.

Fair Value of Financial Instruments

1 unchanged sentence

treasury bills.

All were classified as Level 1 in the fair value hierarchy.

The Company measured these assets at fair value.

The Company measured these assets at fair value and all were classified as Level 1 in the fair value hierarchy.

The Company classified these assets as Level 1 because the values of these assets are determined using unadjusted quoted prices in active markets for identical assets.

For the years ended December 31, 2024, 2023, and 2022, interest income on cash and cash equivalents and marketable securities, including the accretion of discounts on investments, was $ 12.4 million, $ 3.3 million, and $ 0.8 million, respectively.

During the year ended December 31, 2024 and 2023, the Company had $ 10.0 million and $ 5.2 million, respectively of gross realized gains related to marketable securities included within earnings.

For the years ended December 31, 2025, 2024, and 2023, interest income on cash, cash equivalents, restricted cash, and marketable securities, including the accretion of discounts on investments, was $ 10.4 million, $ 12.4 million, and $ 3.3 million, respectively.

During the year ended December 31, 2025, the Company had no gross realized gains related to marketable securities included within earnings.

The gross realized gains included within earnings for the years ended December 31, 2024 and 2023 were $ 10.0 million and $ 5.2 million, respectively.

There were no related gross realized losses included within earnings for these periods.

The gross realized gains and losses included within earnings for the year ended December 31, 2022 were $ 0.4 million and $ 0.1 million, respectively.

The Company reclassified $ 7.3 million, $ 3.8 million, and $ 0.3 million of net unrealized holding gains out of other comprehensive income and into earnings for the years ended December 31, 2024, 2023, and 2022, respectively.

The Company reclassified no net unrealized holding gains out of other comprehensive income and into earnings for the year ended December 31, 2025.

The reclassified net unrealized holdings gains out of other comprehensive income and into earnings for the years ended December 31, 2024, and 2023 were $ 7.3 million, and $ 3.8 million, respectively.

These amounts were reclassified into interest and other income, net in the consolidated statement of operations.

The total net gains for marketable securities recorded into other comprehensive income, before reclassifications into earnings, for the years ended December 31, 2024, 2023, and 2022, was $ 4.5 million, $ 6.1 million, $ 0.9 million, respectively.

The total net gains for marketable securities recorded into other comprehensive income, before reclassifications into earnings, for the years ended December 31, 2025, 2024, and 2023, was $ 0.1 million, $ 4.5 million, and $ 6.1 million, respectively.

The amortized cost of these securities approximates fair value.

During the years ended December 31, 2025, 2024, and 2023, the Company did not maintain any assets or liabilities classified as Level 2 or Level 3 in the fair value hierarchy.

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Capitalized software 3 - 5

30,786 11,442

Property and equipment, gross $ 42,271 $ 20,751

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Pursuant to the sublease, the Company is obligated to pay the base rent of approximately $ 1.3 million per annum through the end of the fifth lease year and approximately $ 1.4 million per annum thereafter through the expiration date.

In February 2023, the Company's lease agreement for the additional 24,099 square foot office in its corporate offices (entered into in February 2022) commenced in New York, NY and is expected to expire in the second quarter of 2036.

In accordance with ASC 842, the Company recorded right-of-use assets and lease liabilities of $ 12.2 million and $ 12.1 million, respectively.

Pursuant to the lease, the Company is obligated to pay the base rent of approximately $ 1.4 million per annum through the end of the fifth lease year and approximately $ 1.5 million per annum thereafter through the expiration date.

In March 2025, the Company's lease agreement for the additional 21,262 square foot office in its corporate offices (entered into in February 2022) commenced in New York, NY and expires in April 2036.

In accordance with ASC 842, the Company recorded a right-of-use asset and a lease liability of $ 10.1 million and $ 10.0 million, respectively.

Pursuant to the lease, the Company is obligated to pay the base rent of approximately $ 1.3 million per annum through the end of the fifth lease year and approximately $ 1.4 million per annum thereafter through the expiration date.

The Company recognizes lease expense on a straight-line basis over the lease term.

Lease expense for the Company’s operating leases was $ 3.9 million for the year ended December 31, 2025.

For the years ended December 31, 2023 and 2022 lease expense for the Company's operating leases was $ 2.4 million and $ 1.3 million, respectively .

Cash outflows from operating activities attributable to the operating leases for the years ended December 31, 2024 was $ 2.3 million, For the years ended December 31, 2023, and 2022, cash outflows toward operating leases were $ 1.3 million, respectively.

For the years ended December 31, 2024 and 2023, lease expense was $ 2.7 million and $ 2.4 million, respectively.

Cash outflows from operating activities attributable to the operating leases for the years ended December 31, 2025 was $ 3.1 million.

For the years ended December 31, 2024 and 2023, cash outflows toward operating leases were $ 2.3 million and $ 1.3 million, respectively.

Information related to the Company’s leases is as follows (in thousands):

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February 2022 Lease Agreement

As noted above, the Company commenced its lease for the 24,099 square foot office in its corporate offices in New York, NY in February 2023, pursuant to a lease agreement entered into by the Company in February 2022.

agreement also provides for additional space in the Company's corporate offices, including an additional 21,262 square foot office and continued occupancy of the 25,212 square foot office after the expiration of the current sublease.

For the 21,262 square foot office, the lease commencement date, which is when the premise will become available to the Company for use, is currently expected to be in the first quarter of 2025.

The Company is obligated to 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 second quarter of 2036, the expected expiration date.

For the current 25,212 square foot office, the Company is obligated to pay the base rent of approximately $ 1.6 million per year beginning in June 2029, which is the lease commencement, through second quarter of 2036, the expected expiration date.

As noted above, the Company commenced its lease for the 24,099 square foot and 21,262 square foot offices in its corporate offices in New York, NY in February 2023 and March 2025, respectively, pursuant to a lease agreement entered into by the Company in February 2022.

The lease agreement also provides for continued occupancy of the 25,212 square foot office after the expiration of the current sublease.

Accrued Expenses and Other Current Liabilities

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Total accrued expenses and other current liabilities $ 78,320 $ 73,530

On July 1, 2025, the Company 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 swingline lender.

The Credit Agreement makes available to the Company a maximum aggregate amount of $ 200 million, subject to customary borrowing conditions, until maturity on July 1, 2030.

Interest on the borrowings under the Credit Agreement accrues, at a variable rate, based on, at the Company’s option (i) adjusted Secured Overnight Financing Rate, or (ii) the alternate base rate, plus, in each case, an applicable margin.

The applicable margin is determined by reference to the Company’s total leverage ratio, as specified in the Credit Agreement.

Interest is payable on each Interest Payment Date, as specified in the Credit Agreement.

Borrowings under the Credit Agreement may be repaid or reborrowed at any time.

The Credit Agreement contains customary events of default, representations and warranties and covenants, including, among other things, covenants that restrict or limit the ability of the Company to incur certain additional indebtedness;

create liens;

engage in mergers or consolidations;

make certain payments or distributions in respect of junior and unsecured indebtedness, dividends or equity interest;

make certain investments;

dispose of certain assets;

engage in sale and lease-back transactions;

engage in certain affiliate transactions;

make certain modifications to the terms of junior and unsecured indebtedness, as well as negative pledge provisions, subject to customary exceptions, and customary financial covenants, including a total leverage ratio covenant and an interest coverage ratio covenant.

The Company was in compliance with all financial covenants under the Credit Agreement as of December 31, 2025.

The Company capitalized issuance costs of $ 3.1 million related to the Facility, which are included within prepaid and other current assets and other noncurrent assets in the consolidated balance sheet and are amortized over the life of the Credit Agreement.

For the year ended December 31, 2025, interest expense, including amortization of issuance costs, was $ 0.4 million.

As of the date of this filing, no amounts were drawn under the Facility.

On January 8, 2025, the Company completed its acquisition of Benefit Bump LLC, a comprehensive parental leave benefits navigation program for new and growing families.

The acquisition enhances the Company's existing offerings, extending its ability to further serve the needs of families on their journey from pregnancy to early childhood and beyond.

The transaction was for a purchase price of $ 10.5 million, including $ 2.5 million held in escrow for standard indemnifications and the satisfaction of certain conditions.

The transaction was accounted for using the acquisition method resulting in tangible and intangible assets acquired and liabilities assumed, recorded at their estimated fair values as of the acquisition date.

Any excess consideration over the fair value of the assets and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is completed during the measurement period (up to one year from acquisition date).

This acquisition did not have a material impact on the Company’s consolidated financial statements.

On June 17, 2024, the Company completed its acquisition of Apryl GmbH, a Berlin-based fertility benefits platform, to expand its global offering.

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This acquisition did not have a material impact on the Company’s consolidated financial statements.

On January 8, 2025 the Company completed its acquisition of Benefit Bump LLC, a comprehensive parental leave benefits navigation program for new and growing families.

The acquisition enhances the Company's existing offerings, extending its ability to further serve the needs of families on their journey from pregnancy to early childhood and beyond.

The transaction was for a purchase price of $ 10.5 million including $ 2.5 million held in escrow for standard indemnifications and the satisfaction of certain conditions.

The financial results of Benefit Bump will be included in the Company's consolidated financial statements beginning in the first quarter of fiscal year 2025.

Stockholders’ Equity

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The Company had 16,299,769 shares of treasury stock as of December 31, 2025.

There were 615,980 shares of treasury stock shares for the years ended December 31, 2023 and 2022, respectively.

Share Repurchase Program

There were 12,998,173 and 615,980 shares of treasury stock shares for the years ended December 31, 2024 and 2023, respectively.

Share Repurchase Programs

In February 2024, the Company's Board of Directors authorized a share repurchase program of up to $ 100 million in shares of common stock (the “February Share Repurchase Program”).

In May 2024, the Company's Board of Directors

authorized an additional share repurchase program of up to $ 100 million in shares of common stock (the “May Share Repurchase Program”).

In May 2024, the Company's Board of Directors authorized an additional share repurchase program of up to $ 100 million in shares of common stock (the “May Share Repurchase Program”).

In August 2024, the Company's Board of Directors authorized an additional share repurchase program of up to $ 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").

For the year ended December 31, 2024, the Company 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.

As of the year ended December 31, 2024, the 2024 Share Repurchase Programs were completed, and no amounts remained available for repurchase under the programs.

For the year ended December 31, 2024, the Company repurchased a total of 12,382,193 shares of common stock under the 2024 Share Repurchase Programs at an average price 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.

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

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.

There can be no assurance as to the number of shares to be repurchased by the Company under the November 2025 share repurchase program.

For the year ended December 31, 2025, the Company 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, the Company recognized $ 0.5 million of excise taxes related to the share repurchases.

As of the year ended December 31, 2025, $ 116.4 million remained available for purchases under the November 2025 share repurchase program.

As of the date of this filing, the Company 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.

Common Stock Warrants

In connection with the IPO on October 25, 2019, all outstanding convertible preferred warrants were converted to common stock warrants.

As of December 31, 2024, the Company had no outstanding common stock warrants.

The Company had 305,595 common stock warrants outstanding as of December 31, 2023.

For the year ended December 31, 2024, 305,595 common stock warrants were exercised for 279,867 shares of common stock at a weighted-average exercise price of $ 1.73 .

As of December 31, 2025 and 2024, the Company had no outstanding common stock warrants.

For the year ended December 31, 2024, 305,595 common stock warrants were exercised for 279,867 shares of common stock at a weighted-average exercise price of $ 1.73 .

No common stock warrants were exercised during the year ended December 31, 2022.

The Company did not recognize compensation expense relating to the common stock warrants for the years ended December 31, 2025, 2024 and 2023 as they were all fully vested.

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The exercise price of options granted to stockholders who hold 10 % or more of the Company’s common stock on the option grant date shall not be less than 110 % of the fair value of the Company’s common stock on the date of grant for both incentive and non-qualified stock option grants.

These options generally vest over 4 years and expire 10 years from the date of grant.

These options generally vest over four years and expire ten years from the date of grant.

Stock option grants may be exercisable upon grant, and any unvested shares purchased are subject to repurchase.

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Restricted Stock Units

Restricted stock units are subject to service-based or performance-based vesting criteria.

The restricted stock units vest based on the terms outlined in the applicable award agreement, which, for service-based awards, is generally over a period of 4 years.

The Company's performance-vesting awards are based on the achievement of specified revenue targets and continued employment through the date of achievement of such targets.

If the targets have not been achieved prior to the fifth anniversary of the grant, the awards will be forfeited.

During the year ended December 31, 2023, the revenue targets associated with the first tranche of the performance-vesting awards were achieved, resulting in the vesting of 166,500 shares.

As of December 31, 2024, the second tranche of 166,500 shares of the performance-vesting awards remained unvested.

A summary of the Company’s restricted stock unit activity, including those with performance-based vesting criteria, is as follows:

Shares Weighted-Average

Restricted stock units are subject to service-based or performance-based vesting conditions.

Restricted stock units vest based on the terms outlined in the applicable award agreement, which, for service-based awards, is generally over a period of 4 years.

Performance-based awards vest upon attainment of the applicable performance targets, including various levels of revenue and adjusted EBITDA.

If the performance or service-based vesting conditions are not met, the awards will be forfeited.

Stock-based compensation expense for the performance-based awards is recognized only to the extent a performance target is probable to be achieved, which is reassessed by the Company each reporting period.

A summary of the Company’s restricted stock unit activity, including those with performance-based vesting conditions, is as follows:

Number of Shares

Weighted-Average

Outstanding at December 31, 2024

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Balance at end of period $ 151 $ 347 $ 498 $ 18 $ 21 $ 39 $ 2,829 $ ( 10 ) $ 2,819

(1) Represents unrealized gains of $ 6.2 million, net of tax expense of $ 1.7 million for the year ended December 31, 2024, unrealized gains of $ 8.6 million, net of tax of $ 2.5 million for the year ended December 31, 2023, and unrealized gains of $ 0.9 million, net of tax of $ 0 for the year ended December 31, 2022.

(1) Represents unrealized gains of $ 0.2 million, net of tax of $ 0.1 million for the year ended December 31, 2025, unrealized gains of $ 6.2 million, net of tax of $ 1.7 million for the year ended December 31, 2024, and unrealized gains of $ 8.6 million, net of tax of $ 2.5 million for the year ended December 31, 2023.

(2) The effects on net income of amounts reclassified from accumulated other comprehensive income were as follows (in thousands):

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The Company incurred expenses related to employer contributions of $ 2.3 million, $ 1.8 million, and $ 1.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The provision (benefit) for income taxes is composed of the following (in thousands):

The components of income before income taxes were as follows (in thousands):

December 31, 2025

Income before income taxes

The provision for income taxes is composed of the following (in thousands):

2025 2024 2023

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State and local ( 1,212 ) ( 3,620 ) ( 688 )

Total deferred provision (benefit) for income taxes ( 10,456 ) 3,745 ( 6,612 )

Total provision (benefit) for income taxes $ 28,866 $ 8,654 $ ( 5,917 )

Total deferred (benefit) provision for income taxes ( 8,115 ) ( 10,456 ) 3,745

Total provision for income taxes $ 36,912 $ 28,866 $ 8,654

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rate is as follows:

2024 2023 2022

federal statutory income tax rate to the Company’s effective tax rate after the adoption of ASU No.

2023-09 is as follows (in thousands, except for percentages):

December 31, 2025

Amount Percent

federal statutory income tax rate $ 20,041 21.0 %

State and local income tax, net of federal income tax effect (1)

Foreign tax effects

Change in valuation allowance 1,522 1.6

Other ( 457 ) ( 0.5 )

Other foreign jurisdictions ( 145 ) ( 0.2 )

Research and development tax credits ( 2,057 ) ( 2.2 )

Nontaxable or nondeductible items

Share-based payment awards 5,774 6.1

Executive compensation 4,022 4.2

Changes in unrecognized tax benefits 267 0.3

Other adjustments ( 620 ) ( 0.6 )

Effective tax rate $ 36,912 38.7 %

(1) State taxes in New York and California made up the majority (greater than 50 percent) of the tax effect in this category.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law.

The OBBBA includes various changes to U.S.

federal income tax law, including extensions of several expiring provisions from the Tax Cuts and Jobs Act of 2017.

The OBBBA has multiple effective dates, with certain provisions effective in 2025.

The OBBBA did not have a material impact on the Company’s effective tax rate for the year ended December 31, 2025.

The Company will continue to evaluate the impact of the new legislation on its consolidated financial statements as additional guidance is issued.

As previously disclosed for the years ended December 31, 2024 and 2023, a reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rate prior to the adoption of ASU No.

2023-09 is as follows (in percentages):

Income tax provision at statutory rate 21 % 21 %

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Effective tax rate 35 % 12 %

For the year ended December 31, 2024, the effective tax rate differs from the U.S.

federal statutory rate primarily due to permanent tax adjustments, including shortfalls upon the exercise of stock options and vesting of RSUs as well as the disallowance of certain compensation deductions based on Section 162(m) of the Internal Revenue Code, which limits the compensation deduction of certain highly compensated employees.

For the years ended December 31, 2023, and 2022, the effective tax rate differs from the U.S.

federal statutory rate primarily due to permanent tax adjustments, including windfalls upon the exercise of stock options and vesting of RSUs.

The components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

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Net operating loss carryforwards $ 7,064 $ 5,577

Research and development capitalization and credits 1,989 282

Research and development capitalization 295 1,989

Stock-based compensation 73,300 60,738

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Unrealized gain on marketable securities ( 50 ) ( 14 )

Depreciation and amortization

Total deferred tax liabilities ( 7,485 ) ( 5,049 )

Net deferred tax assets $ 93,013 $ 84,933

* Presentation updates between the breakout of categories for 2023 have been made from the 2023 Form 10-K for comparability purposes.

Assessing the realizability of deferred tax assets requires the determination of whether it is more-likely-than-not that some portion or all the deferred tax assets will not be realized.

Assessing the realizability of deferred tax assets requires determination of whether it is more-likely-than-not that some portion or all the deferred tax assets will not be realized.

In assessing the need for a valuation allowance, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carry back and tax-planning strategies.

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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Year Ended December 31,

2025 2024 2023

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Additions based upon tax positions related to the current year 277 213 —

Reductions based upon tax positions related to the prior year

Balance at the end of the year $ 826 $ 603 $ 390

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The Company classifies interest and penalties related to unrecognized tax benefits as components of the provision for income taxes.

As of December 31, 2024, 2023, and 2022, the Company had no significant accrued interest or penalties related to unrecognized tax benefits and no amounts have been recognized in the Company’s consolidated statements of

As of December 31, 2025, 2024, and 2023, the Company had no significant accrued interest or penalties related to unrecognized tax benefits and no amounts have been recognized in the Company’s consolidated statements of operations.

The Company does not anticipate any material change in its unrecognized tax benefits over the next twelve months.

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for federal and state and local jurisdictions, as well as in certain foreign jurisdictions, with varying statutes of limitations.

All tax years since inception remain open to examination due to the carryover of unused net operating losses.

The Company is no longer subject to U.S.

federal, state and local, or non-U.S.

income tax examinations by tax authorities for years prior to 2020.

However, to the extent the Company generated net operating losses or tax credits in closed tax years, future use of the net operating losses or tax credit carryforward balances would be subject to examination within the relevant statute of limitations for the year in which utilized.

Cash paid for income taxes, net of refunds received, were as follows (in thousands):

December 31, 2025

Federal $ 40,530

California 2,900

New York 2,920

Other states 9,140

Total cash paid for income taxes, net of refunds received $ 55,490

Commitments and Contingencies

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Interest and other income, net ( 10,155 ) ( 15,747 ) ( 8,507 )

Provision (benefit) for income taxes 28,866 8,654 ( 5,917 )

Provision for income taxes 36,912 28,866 8,654

Net income $ 58,520 $ 54,336 $ 62,037

(1) Refer to footnote 3, for disaggregated revenue by service.

Year Ended December 31,

As of December 31,

Total Assets $ 742,435 $ 607,102

Unaudited Quarterly Results of Operations Data

The following table sets forth the unaudited quarterly consolidated results of operations for each of the eight quarterly periods in the period ended December 31, 2024.

The following table sets forth the unaudited quarterly consolidated results of operations for each of the quarterly periods in the years ended December 31, 2025 and 2024.

The unaudited quarterly results of operations have been prepared on the same basis as the audited consolidated financial statements, and we believe they reflect all normal recurring adjustments necessary for the fair statement of the Company’s results of operations for these periods.

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Income before income taxes 22,515 25,067 17,962 17,658 26,537 27,077 23,964 17,854

Provision (benefit) for income taxes ( 1,347 ) 2,176 5,033 2,792 5,617 8,582 7,541 7,126

Provision for income taxes 5,617 8,582 7,541 7,126 11,478 9,965 10,100 5,369

Net income $ 16,898 $ 16,485 $ 10,421 $ 10,532 $ 15,059 $ 17,112 $ 13,864 $ 12,485

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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 8. Financial Statements and Supplementary Data