GoodRx Holdings Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
$GDRX
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 14, 2026
________________________________________
(Exact Name of Registrant as Specified in its Charter)
________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2701 Olympic Boulevard | ||
Santa Monica, California | ||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (855 ) 268-2822
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock, $0.0001 par value per share |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item 4.01. Changes in Registrant’s Certifying Accountant
On March 14, 2026, the Audit and Risk Committee of the Board of Directors of GoodRx Holdings, Inc. (the
“Company”), following a competitive proposal process, approved the appointment of KPMG LLP (“KPMG”) as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the
dismissal of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm.
The audit reports of PwC on the consolidated financial statements of the Company as of and for the years ended
December 31, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through March 14,
2026, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions
thereto with PwC on any matter of accounting principles or practices, consolidated financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make
reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements
of the Company for such years, and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and
the related instructions thereto.
The Company has provided PwC with a copy of the disclosures under this Current Report on Form 8-K and has
requested that PwC furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees
with the statements contained herein and, if not, stating the respects in which it does not agree. A copy of PwC’s letter, dated
March 18, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2025 and 2024, and during the subsequent interim period through March
14, 2026, neither the Company nor anyone on its behalf consulted with KPMG regarding: (i) the application of accounting
principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that
KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing,
or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of
Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
16.1 | ||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
GOODRX HOLDINGS, INC. | |||
Date: | March 18, 2026 | By: | /s/ Christopher McGinnis |
Name: Christopher McGinnis Title: Chief Financial Officer & Treasurer |