13 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: Our management's evaluation of internal control over financial reporting excluded BenefitBump LLC, which we acquired on January 8, 2025.
+Added: BenefitBump represented less than 1% of our total revenues and total assets for fiscal year ended December 31, 2025.
Attestation Report of the Independent Registered Public Accounting Firm
8 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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 BenefitBump LLC, which is included in the 2025 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, 2025, respectively.
+Added: 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 BenefitBump LLC.
+Added: 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, 2025 and 2024, 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, 2025 and the related notes, and our report dated February 27, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
15 unchanged sentences
/s/ Ernst & Young LLP
−Removed: March 3, 2025
+Added: New York, New York
+Added: February 27, 2026
OTHER INFORMATION
−Removed: 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.
−Removed: 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.
+Added: On December 19, 2025 , Melissa Cummings , our Chief Operating Officer , adopted a trading plan that is intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act.
+Added: Cummings' trading plan is for the sale of up to 24,062 shares of the Company's common stock in amounts and prices determined in accordance with a formula set forth in the plan.
+Added: The plan terminates on the earlier of the date all shares under the plan are sold or March 31, 2027 .
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
3 unchanged sentences
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.
−Removed: A copy of the Company's insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
+Added: A copy of the Company's insider trading policy is filed a s 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 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025, which we refer to as our 2026 Proxy Statement, and such required information is hereby incorporated by reference into this Annual Report on Form 10-K.
89 unchanged sentences
Executive Severance Plan.
−Removed: 10-Q 001-39100 10.1 5/10/2024
+Added: 001-39100 10.1 5/9/2025
+Added: Form of PSU Award Agreement (2025).
+Added: 001-39100 10.2 5/9/2025
+Added: 10.18 Credit Agreement dated July 1, 2025 by and among Progyny, Inc., the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Swingline Lender .
+Added: 001-39100 10.1 7/8/2025
+Added: Fo rm of PSU Award Agr eement (2022).
+Added: 001-39100 10.1 8/8/2025
+Added: Employment Agreement between Progyny, Inc.
+Added: and Geoffrey Clapp.
+Added: 001-39100 10.2 8/8/2025
+Added: Employment Agreement between Progyny, Inc.
+Added: and Melissa Cummings.
+Added: 001-39100 10.3 8/8/2025
+Added: 10.22 C onsulting Agreement bet ween Progyny, Inc.
+Added: and Michael Sturmer.
19.1 Progyny, Inc.
Statement of Policy Concerning Trading in Company Securities.
+Added: 19.1 3/3/2025
21.1 List of Subsidiaries.
24 unchanged sentences
PROGYNY, INC.
−Removed: March 3, 2025
+Added: February 27, 2026
/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.
−Removed: 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 March 3, 2025.
+Added: 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 27, 2026.
Signature Title
−Removed: /s/ PETER ANEVSKI Chief Executive Officer and Director
+Added: /s/ PETER ANEVSKI
+Added: Chief Executive Officer and Director
Peter Anevski (principal executive officer)
−Removed: /s/ MARK LIVINGSTON Chief Financial Officer
+Added: /s/ MARK LIVINGSTON
+Added: Chief Financial Officer
Mark Livingston (principal financial and accounting officer)
−Removed: /s/ DAVID SCHLANGER Executive Chairman
+Added: /s/ DAVID SCHLANGER
+Added: Executive Chairman
David Schlanger
−Removed: /s/ DEBRA MORRIS
−Removed: /s/ LLOYD DEAN Director
−Removed: /s/ FRED COHEN Director
−Removed: Fred Cohen, M.D., D.Phil.
−Removed: /s/ KEVIN GORDON Director
−Removed: /s/ ROGER HOLSTEIN Director
+Added: /s/ ELIZABETH BIERBOWER
+Added: Elizabeth Bierbower
+Added: /s/ LLOYD DEAN
+Added: /s/ KEVIN GORDON
+Added: /s/ ROGER HOLSTEIN
Roger Holstein
−Removed: /s/ JEFFREY PARK Lead Independent Director
+Added: /s/ DEBRA MORRIS
+Added: /s/ JEFFREY PARK
+Added: Lead Independent Director
/ s / NORMAN PAYSON
Norman Payson, M.D.
−Removed: /s/ CHERYL SCOTT Director
+Added: /s/ CHERYL SCOTT
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.