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    SEC Form 10-Q filed by GoodRx Holdings Inc.

    5/7/25 4:50:11 PM ET
    $GDRX
    EDP Services
    Technology
    Get the next $GDRX alert in real time by email
    gdrx-20250331
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    Table of Contents
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, DC 20549
    ________________________________
    FORM 10-Q
    ________________________________
    (Mark One)
    x
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 2025
    OR
    o
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from ______ to ______.
    Commission File Number: 001-39549
    ________________________________
    GoodRx Holdings, Inc.
    (Exact Name of Registrant as Specified in its Charter)
    ________________________________
    Delaware
    47-5104396
    (State or other jurisdiction of
    incorporation or organization)
    (I.R.S. Employer
    Identification No.)
    2701 Olympic Boulevard
    Santa Monica, CA
    90404
    (Address of principal executive offices)
    (Zip Code)
    (855) 268-2822
    (Registrant’s telephone number, including area code)
    N/A
    (Former name, former address and former fiscal year, if changed since last report)
    ________________________________
    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
    GDRX
    The Nasdaq Stock Market LLC
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
    Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
    (2) has been subject to such filing requirements for the past 90 days. Yes x No o
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
    pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
    registrant was required to submit such files). Yes x No o
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller
    reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
    company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
    Large accelerated filer
    o
    Accelerated filer
    x
    Non-accelerated filer
    o
    Smaller reporting company
    o
    Emerging growth company
    o
    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. o
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
    As of April 29, 2025, the registrant had 100,300,165 shares of Class A common stock, $0.0001 par value per share, and
    256,869,320 shares of Class B common stock, $0.0001 par value per share, outstanding.
    Table of Contents
    FORWARD-LOOKING STATEMENTS
    This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements
    to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of
    1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All
    statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking
    statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,”
    “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,”
    “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in
    this Quarterly Report on Form 10-Q include, but are not limited to statements regarding our future results of operations and
    financial position, industry and business trends, the anticipated impact of ongoing changes in the U.S. retail pharmacy
    landscape and macroeconomic environment, the impact of store closures and the announced bankruptcy of one of our retail
    partners on our business, our value proposition, our collaborations and partnerships with third parties, stock compensation,
    our stock repurchase program, realizability of deferred tax assets, our business strategy, our plans, market opportunity and
    growth and our objectives for future operations.
    The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these
    forward-looking statements largely on our current expectations and projections about future events and financial trends that
    we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known
    and unknown risks, uncertainties and other important factors that may cause our actual results, performance or
    achievements to be materially different from any future results, performance or achievements expressed or implied by the
    forward-looking statements, including, but not limited to, risks related to our limited operating history and early stage of
    growth; our recent growth rates may not be sustainable or indicative of future growth; our ability to achieve broad market
    education and change consumer purchasing habits; our general ability to continue to attract, acquire and retain consumers
    in a cost-effective manner; our significant reliance on our prescription transactions offering and ability to expand our
    offerings; changes in medication pricing and the significant impact of pricing structures negotiated by industry participants;
    our general inability to control the categories and types of prescriptions for which we can offer savings or discounted prices;
    our reliance on a limited number of industry participants, including pharmacy benefit managers, pharmacies, and pharma
    manufacturers; the competitive nature of industry; risks related to pandemics, epidemics or outbreak of infectious disease;
    the accuracy of our estimate of our addressable market and other operational metrics; our ability to respond to changes in
    the market for prescription pricing and to maintain and expand the use of GoodRx codes; our ability to maintain positive
    perception of our platform or maintain and enhance our brand; risks related to any failure to maintain effective internal
    control over financial reporting; risks related to use of social media, emails, text messages and other messaging channels as
    part of our marketing strategy; our dependence on our information technology systems and those of our third-party vendors,
    and risks related to any failure or significant disruptions thereof; risks related to government regulation of the internet, e-
    commerce, consumer data and privacy, information technology and cybersecurity; risks related to the use of AI and machine
    learning in our business; risks related to a decrease in consumer willingness to receive correspondence or any technical,
    legal or any other restrictions to send such correspondence; risks related to any failure to comply with applicable data
    protection, privacy and security, advertising and consumer protection laws, regulations, standards, and other requirements;
    our ability to utilize our net operating loss carryforwards and certain other tax attributes; the risk that we may be unable to
    realize expected benefits from our restructuring and cost reduction efforts; our ability to attract, develop, motivate and retain
    well-qualified employees; risks related to our acquisition strategy; risks related to our debt arrangements; interruptions or
    delays in service on our apps or websites or any undetected errors or design faults; our reliance on third-party platforms to
    distribute our platform and offerings, including software as-a-service technologies; systems failures or other disruptions in
    the operations of these parties on which we depend; risks related to climate change; the increasing focus on environmental
    sustainability and social initiatives; risks related to our intellectual property; risks related to operating in the healthcare
    industry; risks related to our organizational structure; litigation related risks; our ability to accurately forecast revenue and
    appropriately plan our expenses in the future; risks related to general economic factors, natural disasters or other
    unexpected events; risks related to fluctuations in our tax obligations and effective income tax rate which could materially
    and adversely affect our results of operations; risks related to the healthcare reform legislation and other proposed or future
    changes impacting the healthcare industry and healthcare spending which may adversely affect our business, financial
    condition and results of operations; as well as the other important factors discussed in the sections entitled “Risk Factors” of
    our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 10-K”) and this Quarterly Report on
    Form 10-Q for the three months ended March 31, 2025, and in our other filings with the Securities and Exchange
    Commission (“SEC”). The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information
    available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a
    reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be
    read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
    These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
    You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on
    Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future
    results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of
    our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date
    of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any
    Table of Contents
    forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information,
    future events or otherwise.
    We periodically post information that may be important to investors on our investor relations website at https://
    investors.goodrx.com. We intend to use our website as a means of disclosing material non-public information and for
    complying with our disclosure obligations under Regulation FD. Accordingly, investors and potential investors are
    encouraged to consult our website regularly for important information, in addition to following GoodRx’s press releases,
    filings with the SEC and public conference calls and webcasts. The information contained on, or that may be accessed
    through, our website is not incorporated by reference into, and is not a part of, this Quarterly Report on Form 10-Q.
    Table of Contents
    Table of Contents
    Page
    PART I.
    FINANCIAL INFORMATION
    Item 1.
    Financial Statements
    1
    Condensed Consolidated Balance Sheets
    1
    Condensed Consolidated Statements of Operations
    2
    Condensed Consolidated Statements of Stockholders’ Equity
    3
    Condensed Consolidated Statements of Cash Flows
    5
    Notes to Condensed Consolidated Financial Statements
    6
    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    14
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    21
    Item 4.
    Controls and Procedures
    21
    PART II.
    OTHER INFORMATION
    Item 1.
    Legal Proceedings
    22
    Item 1A.
    Risk Factors
    22
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    22
    Item 3.
    Defaults Upon Senior Securities
    23
    Item 4.
    Mine Safety Disclosures
    23
    Item 5.
    Other Information
    23
    Item 6.
    Exhibits
    24
    Signatures
    25
    1
    Table of Contents
    PART I. FINANCIAL INFORMATION
    Item 1. Financial Statements
    GoodRx Holdings, Inc.
    Condensed Consolidated Balance Sheets
    (Unaudited)
    (in thousands, except par values)
    March 31, 2025
    December 31, 2024
    Assets
    Current assets
    Cash and cash equivalents
    $300,981
    $448,346
    Accounts receivable, net
    160,117
    145,934
    Prepaid expenses and other current assets
    79,110
    64,975
    Total current assets
    540,208
    659,255
    Property and equipment, net
    11,512
    12,664
    Goodwill
    421,719
    410,769
    Intangible assets, net
    68,359
    52,102
    Capitalized software, net
    130,576
    124,781
    Operating lease right-of-use assets, net
    22,898
    27,794
    Deferred tax assets, net
    77,182
    77,182
    Other assets
    22,817
    23,520
    Total assets
    $1,295,271
    $1,388,067
    Liabilities and stockholders' equity
    Current liabilities
    Accounts payable
    $15,258
    $14,137
    Accrued expenses and other current liabilities
    77,567
    99,130
    Current portion of debt
    5,000
    5,000
    Operating lease liabilities, current
    5,558
    5,636
    Total current liabilities
    103,383
    123,903
    Debt, net
    485,837
    486,711
    Operating lease liabilities, net of current portion
    44,794
    46,040
    Other liabilities
    6,910
    6,755
    Total liabilities
    640,924
    663,409
    Commitments and contingencies (Note 8)
    Stockholders' equity
    Preferred stock, $0.0001 par value; 50,000 shares authorized and nil shares
    issued and outstanding at March 31, 2025 and December 31, 2024
    —
    —
    Common stock, $0.0001 par value; Class A: 2,000,000 shares authorized,
    103,944 and 105,946 shares issued and outstanding at March 31, 2025 and
    December 31, 2024, respectively; and Class B: 1,000,000 shares authorized,
    256,869 and 276,869 shares issued and outstanding at March 31, 2025 and
    December 31, 2024
    36
    38
    Additional paid-in capital
    2,084,272
    2,165,633
    Accumulated deficit
    (1,429,961)
    (1,441,013)
    Total stockholders' equity
    654,347
    724,658
    Total liabilities and stockholders' equity
    $1,295,271
    $1,388,067
    See accompanying notes to condensed consolidated financial statements.
    2
    Table of Contents
    GoodRx Holdings, Inc.
    Condensed Consolidated Statements of Operations
    (Unaudited)
    Three Months Ended March 31,
    (in thousands, except for per share amounts)
    2025
    2024
    Revenue
    $202,970
    $197,880
    Costs and operating expenses:
    Cost of revenue, exclusive of depreciation and amortization presented
    separately below
    13,364
    12,468
    Product development and technology
    31,142
    31,017
    Sales and marketing
    84,542
    89,964
    General and administrative
    29,630
    41,108
    Depreciation and amortization
    20,912
    15,942
    Total costs and operating expenses
    179,590
    190,499
    Operating income
    23,380
    7,381
    Other expense, net:
    Interest income
    3,932
    7,555
    Interest expense
    (10,644)
    (14,643)
    Total other expense, net
    (6,712)
    (7,088)
    Income before income taxes
    16,668
    293
    Income tax expense
    (5,616)
    (1,302)
    Net income (loss)
    $11,052
    $(1,009)
    Earnings (loss) per share:
    Basic
    $0.03
    $(0.00)
    Diluted
    $0.03
    $(0.00)
    Weighted average shares used in computing earnings (loss) per share:
    Basic
    379,196
    390,048
    Diluted
    379,656
    390,048
    Stock-based compensation included in costs and operating expenses:
    Cost of revenue
    $100
    $76
    Product development and technology
    5,670
    5,848
    Sales and marketing
    5,882
    8,127
    General and administrative
    7,522
    11,045
    See accompanying notes to condensed consolidated financial statements.
    3
    Table of Contents
    GoodRx Holdings, Inc.
    Condensed Consolidated Statements of Stockholders’ Equity
    (Unaudited)
    Class A and Class B
    Common Stock
    Additional
    Paid-in
    Capital
    Accumulated
    Deficit
    Total
    Stockholders'
    Equity
    (in thousands)
    Shares
    Amount
    Balance at December 31, 2024
    382,815
    $38
    $2,165,633
    $(1,441,013)
    $724,658
    Stock options exercised
    4
    —
    2
    —
    2
    Stock-based compensation
    —
    —
    23,312
    —
    23,312
    Vesting and settlement of restricted stock
    units
    2,136
    —
    —
    —
    —
    Common stock withheld related to net
    share settlement
    (802)
    —
    (3,757)
    —
    (3,757)
    Repurchases of Class A common stock (1)
    (23,340)
    (2)
    (100,918)
    —
    (100,920)
    Net income
    —
    —
    —
    11,052
    11,052
    Balance at March 31, 2025
    360,813
    $36
    $2,084,272
    $(1,429,961)
    $654,347
    See accompanying notes to condensed consolidated financial statements.
    _____________________________________________________
    (1)Repurchases of Class A common stock for the three months ended March 31, 2025 include 20.0 million shares
    repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class
    A common stock upon such repurchase) for an aggregate consideration of $84.9 million. See "Note 10.
    Stockholders' Equity" for additional information.
    4
    Table of Contents
    GoodRx Holdings, Inc.
    Condensed Consolidated Statements of Stockholders’ Equity
    (Unaudited)
    Class A and Class B
    Common Stock
    Additional
    Paid-in
    Capital
    Accumulated
    Deficit
    Total
    Stockholders'
    Equity
    (in thousands)
    Shares
    Amount
    Balance at December 31, 2023
    394,087
    $40
    $2,219,321
    $(1,457,403)
    $761,958
    Stock options exercised
    604
    —
    2,666
    —
    2,666
    Stock-based compensation
    —
    —
    28,891
    —
    28,891
    Vesting and settlement of restricted stock
    units
    2,535
    —
    —
    —
    —
    Common stock withheld related to net
    share settlement
    (954)
    —
    (6,623)
    —
    (6,623)
    Repurchases of Class A common stock (1)
    (21,329)
    (2)
    (154,812)
    —
    (154,814)
    Net loss
    —
    —
    —
    (1,009)
    (1,009)
    Balance at March 31, 2024
    374,943
    $38
    $2,089,443
    $(1,458,412)
    $631,069
    See accompanying notes to condensed consolidated financial statements.
    _____________________________________________________
    (1)Repurchases of Class A common stock for the three months ended March 31, 2024 include 20.9 million shares
    repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class
    A common stock upon such repurchase) for an aggregate consideration of $151.4 million. See "Note 10.
    Stockholders' Equity" for additional information.
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    GoodRx Holdings, Inc.
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
    Three Months Ended March 31,
    (in thousands)
    2025
    2024
    Cash flows from operating activities
    Net income (loss)
    $11,052
    $(1,009)
    Adjustments to reconcile net income (loss) to net cash provided by operating
    activities:
    Depreciation and amortization
    20,912
    15,942
    Amortization of debt issuance costs and discounts
    430
    837
    Non-cash operating lease expense
    1,086
    895
    Stock-based compensation expense
    19,174
    25,096
    Loss on operating lease asset
    4,409
    —
    Other
    286
    —
    Changes in operating assets and liabilities:
    Accounts receivable
    (14,183)
    (1,161)
    Prepaid expenses and other assets
    (13,487)
    3,339
    Accounts payable
    286
    (2,452)
    Accrued expenses and other current liabilities
    (19,079)
    924
    Operating lease liabilities
    (1,628)
    (4)
    Other liabilities
    155
    179
    Net cash provided by operating activities
    9,413
    42,586
    Cash flows from investing activities
    Purchase of property and equipment
    (142)
    (407)
    Acquisition
    (30,000)
    —
    Capitalized software
    (21,734)
    (20,208)
    Net cash used in investing activities
    (51,876)
    (20,615)
    Cash flows from financing activities
    Payments on long-term debt
    (1,250)
    (3,516)
    Repurchases of Class A common stock (1)
    (99,897)
    (153,226)
    Proceeds from exercise of stock options
    2
    2,584
    Employee taxes paid related to net share settlement of equity awards
    (3,757)
    (6,814)
    Net cash used in financing activities
    (104,902)
    (160,972)
    Net change in cash and cash equivalents
    (147,365)
    (139,001)
    Cash and cash equivalents
    Beginning of period
    448,346
    672,296
    End of period
    $300,981
    $533,295
    Supplemental disclosure of cash flow information
    Non cash investing and financing activities:
    Stock-based compensation included in capitalized software
    $4,138
    $3,795
    Capitalized software included in accounts payable and accrued expenses and
    other current liabilities
    5,311
    4,376
    See accompanying notes to condensed consolidated financial statements.
    _____________________________________________________
    (1)Repurchases of Class A common stock for the three months ended March 31, 2025 and 2024 include 20.0 million
    and 20.9 million shares repurchased from related parties (after giving effect to the automatic conversion of Class B
    common stock to Class A common stock upon such repurchase) for an aggregate consideration of $84.9 million
    and $151.4 million, respectively. See "Note 10. Stockholders' Equity" for additional information.
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    GoodRx Holdings, Inc.
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    1. Description of Business
    GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other
    than its ownership in its consolidated subsidiaries. GoodRx, Inc. ("GoodRx"), a Delaware corporation initially formed in
    September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned
    subsidiary of GoodRx Holdings, Inc.
    GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help
    consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that
    provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices
    through our codes that can be used to save money on prescriptions across the United States ("prescription transactions
    offering"). We also offer other healthcare products and services, including subscription programs, pharmaceutical ("pharma")
    manufacturer solutions and telehealth services.
    2. Summary of Significant Accounting Policies
    Basis of Presentation
    The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with
    accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the
    Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures
    normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed
    or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with our audited
    consolidated financial statements for the year ended December 31, 2024 and the related notes, which are included in our
    Annual Report on Form 10-K filed with the SEC on February 27, 2025 ("2024 10-K"). The December 31, 2024 condensed
    consolidated balance sheet was derived from our audited consolidated financial statements as of that date. The condensed
    consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring
    items, necessary for the fair statement of our condensed consolidated financial statements. The operating results for the
    three months ended March 31, 2025 are not necessarily indicative of the results expected for the full year ending
    December 31, 2025.
    There have been no material changes in significant accounting policies during the three months ended March 31, 2025
    from those disclosed in “Note 2. Summary of Significant Accounting Policies” in the notes to our consolidated financial
    statements included in our 2024 10-K.
    Principles of Consolidation
    The condensed consolidated financial statements include the accounts of GoodRx Holdings, Inc., its wholly owned
    subsidiaries and variable interest entities for which we are the primary beneficiary. Intercompany balances and transactions
    have been eliminated in consolidation. Results of businesses acquired are included in our condensed consolidated financial
    statements from their respective dates of acquisition.
    Segment Reporting
    Operating segments are defined as components of an enterprise for which separate financial information is available
    that is regularly provided to the chief operating decision maker ("CODM") in deciding how to allocate resources and in
    assessing performance. Our CODM manages our business on the basis of one operating segment.
    Our operating segment derives revenue in a manner as disclosed in "Note 2. Summary of Significant Accounting
    Policies" in the notes to our consolidated financial statements included in our 2024 10-K. Our CODM is our principal
    executive officer, who is our Chief Executive Officer and President beginning in 2025. Consolidated net income or loss is the
    measure of segment profit or loss reviewed by our CODM in assessing segment performance and deciding how to allocate
    resources. Our CODM uses consolidated net income or loss to monitor budget versus actual results, review historical
    company performance trends, conduct benchmark analysis of our peers and competitors, and evaluate management’s
    compensation. Significant expenses included in the reported measure of segment profit or loss are provided to our CODM
    on a consolidated basis as presented in the accompanying condensed consolidated statements of operations.
    Use of Estimates
    The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to
    make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements,
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    including the accompanying notes. We base our estimates on historical factors; current circumstances; macroeconomic
    events and conditions; and the experience and judgment of our management. We evaluate our estimates and assumptions
    on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of
    operations reported in future periods.
    Certain Risks and Concentrations
    Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash,
    cash equivalents and accounts receivable.
    We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally
    insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash
    are financially sound and, accordingly, minimal credit risk exists with respect to these balances. However, market conditions
    can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our
    cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or
    at all. We have not experienced any losses in such accounts.
    We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the
    date of purchase to be cash equivalents. Cash equivalents, consisting of U.S. treasury securities money market funds, of
    $281.0 million and $405.0 million at March 31, 2025 and December 31, 2024, respectively, were classified as Level 1 of the
    fair value hierarchy and valued using quoted market prices in active markets.
    We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual
    arrangements and generally do not obtain or require collateral. For the three months ended March 31, 2025, one customer
    accounted for 13% of our revenue. For the three months ended March 31, 2024, one customer accounted for 12% of our
    revenue. At March 31, 2025 and December 31, 2024, no customer accounted for more than 10% of our accounts receivable
    balance.
    Equity Investments
    We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership
    interests are less than 20% of the voting stock of the investees and we do not have the ability to exercise significant
    influence over the operating and financial policies of the investees. The equity investments are accounted for under the
    measurement alternative in accordance with Accounting Standards Codification ("ASC") 321, Investments – Equity
    Securities, which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. We did
    not recognize any changes resulting from observable price changes or impairment losses on our minority equity interest
    investments during the three months ended March 31, 2025 and 2024. Equity investments included in other assets on our
    condensed consolidated balance sheets were $15.0 million as of March 31, 2025 and December 31, 2024.
    Impairment of Long-Lived Assets
    We account for the impairment of long-lived assets in accordance with ASC 360, Property, Plant, and Equipment. In
    accordance with ASC 360, long-lived assets to be held and used are reviewed for impairment when events or changes in
    circumstances indicate that their carrying values may not be recoverable. We perform impairment testing at the asset group
    level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other
    assets and liabilities. An impairment loss is recognized when estimated undiscounted future cash flows expected to result
    from the use of the asset and its eventual disposition are less than its carrying value. If an asset is determined to be
    impaired, the impairment is measured by the amount that the carrying value of the asset exceeds its fair value.
    During the three months ended March 31, 2025, we recognized an impairment loss of $4.4 million within general and
    administrative expenses to reduce the carrying value of an asset group to its estimated fair value of $3.4 million. The asset
    group was comprised of an operating lease right-of-use asset and related improvements that we had determined to
    sublease in 2022. The facts and circumstances leading to the impairment were primarily based on a recently submitted
    sublease proposal which indicated a significant deterioration in the sublease market and rental rates whereby the carrying
    value of the asset group may not be recoverable. The estimated fair value was determined by using a discounted cash flow
    method which is a non-recurring fair value measurement based on Level 3 inputs. Key inputs used in this estimate included
    projected sublease income and a discount rate which incorporated the risk of achievement associated with the forecast.
    Recent Accounting Pronouncements
    In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
    2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
    Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more
    detailed information about the types of expenses in commonly presented expense captions. This ASU requires entities to
    disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization
    included in each relevant expense caption; as well as a qualitative description of the amounts remaining in relevant expense
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    captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling
    expense and, in annual reporting periods, an entity’s definition of selling expenses. In January 2025, the FASB issued ASU
    2025-01 which clarified the effective date of this ASU. This ASU applies to all public entities and will be effective for fiscal
    years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.
    Early adoption of this ASU is permitted. This ASU should be applied either prospectively to financial statements issued for
    reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial
    statements. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement
    disclosures.
    In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
    Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The
    amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the
    rate reconciliation and income taxes paid information. This ASU applies to all public entities and will be effective for fiscal
    years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025. Early
    adoption of this ASU is permitted. The disclosure requirements can be applied either on a prospective or retrospective basis.
    We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures, but
    expect the adoption of the pronouncement will lead to additional income tax disclosures in our consolidated financial
    statements for 2025 and future annual periods.
    3. Business Combination
    On January 13, 2025, we acquired substantially all of the assets and assembled workforce of VCRx, a prescription
    savings business of Vivid Clear Rx, Inc., for $30.0 million in cash. VCRx operates a price comparison platform that provides
    consumer prescription savings through its partnership with PBMs. The acquisition expands our consumer reach particularly
    with respect to our prescription transactions offering.
    Goodwill associated with this acquisition totaled $11.0 million and primarily related to the expected long-term synergies
    and other benefits, including the acquired assembled workforce. The goodwill is deductible for tax purposes. Identifiable
    intangible assets related to this acquisition, totaled $19.0 million, of which $18.1 million was attributable to a customer
    related intangible asset, with an estimated useful life of 6 years.
    Unaudited supplemental pro forma financial information, revenue and earnings from the date of acquisition, and
    transaction costs related to the VCRx acquisition have not been presented because the effects are not material to our
    condensed consolidated financial statements. The purchase accounting for the VCRx acquisition remains incomplete with
    respect to acquired intangible assets as we continue to gather and evaluate information about circumstances that existed as
    of the acquisition date.
    4. Prepaid Expenses and Other Current Assets
    Prepaid expenses and other current assets consist of the following:
    (in thousands)
    March 31, 2025
    December 31, 2024
    Insurance recovery receivable (1)
    $11,900
    $14,900
    Reimbursable third-party payments (2)
    37,335
    22,944
    Other prepaid expenses and other current assets (3)
    29,875
    27,131
    Total prepaid expenses and other current assets
    $79,110
    $64,975
    _____________________________________________________
    (1)Represents a receivable for the probable recovery related to an incurred loss in connection with certain
    contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This
    determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and
    ongoing review of the solvency of insurers, among other factors.
    (2)Represents payments we make to third parties on behalf of, and reimbursable from, certain customers.
    (3)Other current assets were not material as of March 31, 2025 and December 31, 2024.
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    5. Accrued Expenses and Other Current Liabilities
    Accrued expenses and other current liabilities consist of the following:
    (in thousands)
    March 31, 2025
    December 31, 2024
    Accrued bonus and other payroll related
    $12,392
    $28,260
    Accrued legal settlement
    25,018
    25,000
    Accrued marketing
    10,268
    14,311
    Income taxes payable
    6,757
    1,457
    Reimbursable liabilities (1)
    7,278
    15,798
    Deferred revenue
    6,307
    6,036
    Other accrued expenses
    9,547
    8,268
    Total accrued expenses and other current liabilities
    $77,567
    $99,130
    _____________________________________________________
    (1)Represents amounts owed to third parties on behalf of, and reimbursable from, certain customers.
    Deferred revenue represents payments received in advance of providing services for certain advertising contracts with
    customers and subscriptions. We expect substantially all of the deferred revenue at March 31, 2025 will be recognized as
    revenue within the subsequent twelve months. Of the $6.0 million of deferred revenue at December 31, 2024, $4.3 million
    was recognized as revenue during the three months ended March 31, 2025. Revenue recognized during the three months
    ended March 31, 2024 of $5.4 million was included as deferred revenue at December 31, 2023.
    6. Income Taxes
    We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to
    income or loss before income taxes and by calculating the tax effect of discrete items recognized during such periods. Our
    estimated annual effective income tax rate is based on our estimated full year income or loss and the related income taxes
    for each jurisdiction in which we operate. This rate can be affected by estimates of full year pre-tax income or loss and
    permanent differences.
    The effective income tax rate for the three months ended March 31, 2025 and 2024 was 33.7% and 444.4%,
    respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three
    months ended March 31, 2025 and 2024 were due to the effects of non-deductible officers’ stock-based compensation
    expense, state income taxes, benefits from research and development tax credits, and tax effects from our equity awards.
    7. Debt
    Our First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provides for (i) a $500.0 million
    term loan maturing on July 10, 2029 ("2024 Term Loan Facility"); and (ii) a revolving credit facility for up to $100.0 million
    (the "Revolving Credit Facility") of which $12.0 million matures on July 11, 2025 and the remaining $88.0 million matures on
    April 10, 2029. As of March 31, 2025, there were no changes to the terms of our 2024 Term Loan Facility and Revolving
    Credit Facility as disclosed in Note 12 to our consolidated financial statements included in our 2024 10-K.
    The effective interest rate on our term loans for the three months ended March 31, 2025 and 2024 was 8.52% and
    8.77%, respectively.
    We had no borrowings against the Revolving Credit Facility as of March 31, 2025 and December 31, 2024.
    We had outstanding letters of credit issued against the Revolving Credit Facility for $8.3 million as of March 31, 2025
    and December 31, 2024, which reduces our available borrowings under the Revolving Credit Facility.
    Our debt balance is as follows:
    (in thousands)
    March 31, 2025
    December 31, 2024
    Principal balance under 2024 Term Loan Facility
    $498,750
    $500,000
    Less: Unamortized debt issuance costs and discounts
    (7,913)
    (8,289)
    $490,837
    $491,711
    The estimated fair value of our debt approximated its carrying value as of March 31, 2025 and December 31, 2024,
    based on inputs categorized as Level 2 in the fair value hierarchy.
    Under the Credit Agreement, we are subject to a financial covenant requiring maintenance of a First Lien Net Leverage
    Ratio (as defined in the Credit Agreement) not to exceed 8.2 to 1.0 only in the event that the amounts outstanding under the
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    Revolving Credit Facility exceed a specified percentage of commitments under the Revolving Credit Facility, and other
    nonfinancial covenants under the Credit Agreement. At March 31, 2025, we were in compliance with our covenants under
    the Credit Agreement.
    8. Commitments and Contingencies
    As of March 31, 2025, there were no material changes to our commitments and contingencies as disclosed in the notes
    to our consolidated financial statements included in our 2024 10-K.
    Consumer privacy class action - Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five
    separate putative class actions lawsuits against Google, Meta, Criteo and us, alleging generally that we have not adequately
    protected consumer privacy and that we communicated consumer information to third parties, including the three co-
    defendants. Four of the plaintiffs allege common law intrusion upon seclusion and unjust enrichment claims, as well as
    claims under California’s Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act,
    and Unfair Competition Law. One of these four plaintiffs additionally brings a claim under the Electronic Communications
    Privacy Act. The fifth plaintiff brings claims for common-law unjust enrichment and violations of New York’s General
    Business Law. Four of these cases were originally filed in the United States District Court for the Northern District of
    California ("NDCA) (Cases No. 3:23-cv-00501; 3:23-cv-00744; 3:23-cv-00940; and 4:23-cv-01293). One case was originally
    filed in the United States District Court for the Southern District of New York (Case No. 1:23-cv-00943); however, that case
    was voluntarily dismissed and re-filed in the NDCA (Case No. 3:23-cv-01508). These five matters have been consolidated
    and assigned to U.S. District Judge Araceli Martínez-Olguín in the NDCA. The court also set a briefing schedule for filing a
    single consolidated complaint, which the plaintiffs filed on May 21, 2023 (Case No. 3:23-cv-00501-AMO; the "NDCA Class
    Action Matter"), as well as motions to dismiss and motions to compel arbitration. In addition to the aforementioned claims,
    the plaintiffs in the now consolidated matter bring claims under the Illinois Consumer Fraud and Deceptive Business
    Practices Act, common law negligence and negligence per se, in each case, pleaded in the alternative. The plaintiffs are
    seeking various forms of monetary damages (such as statutory damages, compensatory damages, attorneys’ fees and
    disgorgement of profits) as well as injunctive relief. Briefing on the motions to dismiss and motions to compel arbitration was
    completed on August 24, 2023.
    On October 27, 2023, six plaintiffs filed a class action complaint (Case No. 1:23-cv-24127-BB; the “SDFL Class Action
    Matter”) against us in the United States District Court for the Southern District of Florida ("SDFL"). The plaintiffs alleged, on
    behalf of the same nationwide class as the NDCA Class Action Matter, substantially the same statutory and common law
    violation claims as alleged in that matter as well as claims based on the federal Electronic Communications Privacy Act,
    invasion of privacy under California common law and the California constitution, invasion of privacy under New Jersey's
    Constitution, and violations of Pennsylvania’s Wiretapping and Electronic Surveillance Control Act, Florida’s Security of
    Communications Act, New York’s Civil Rights Law and Stop Hack and Improve Electronic Data Security Act. The plaintiffs in
    the SDFL Class Action Matter seek various forms of monetary damages as well as injunctive and other unspecified equitable
    relief.
    On October 27, 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action
    Matter, on behalf of a nationwide settlement class that includes the NDCA Class Action Matter, which provides for a payment
    of $13.0 million by us. On October 30, 2023, the plaintiffs in the SDFL Class Action Matter filed a motion and memorandum
    in support of preliminary approval of the proposed class action settlement and, on October 31, 2023, the SDFL granted
    preliminary approval of the proposed settlement. The proposed settlement is subject to final approval of the court. Members
    of the class have the opportunity to opt-out of the class and commence their own actions.
    In response to the proposed settlement in the SDFL Class Action Matter, plaintiffs in the NDCA Class Action Matter filed
    (i) on November 1, 2023, a motion in the NDCA for an order to require us to cease litigation of, or alternatively file a motion
    to stay in, the SDFL Class Action Matter and enjoin us from seeking settlement with counsel other than plaintiffs’ counsel in
    the NDCA Class Action Matter; and (ii) on November 2, 2023, a motion in the SDFL for that court to allow them to intervene
    and appear in the SDFL action, transfer the SDFL Class Action Matter to the NDCA and reconsider and deny its preliminary
    approval of the proposed settlement. The SDFL has issued an order requiring the SDFL plaintiffs to, among other things, file
    a response to the NDCA plaintiffs' motion to intervene. Additionally, U.S. District Judge Araceli Martínez-Olguín in the NDCA
    issued an order for us to show cause as to why we should not be sanctioned for an alleged failure to provide notification to
    the NDCA of the pendency of the SDFL Class Action Matter. We filed our written response to this order on November 8,
    2023. The NDCA held a hearing on November 14, 2023, and ordered parties to the litigation to participate in mediation. The
    parties participated in mediation on January 10, 2024, and agreed to participate in an additional day of mediation, which
    occurred on March 7, 2024.
    On December 3, 2024, the SDFL plaintiffs filed a voluntary motion to dismiss, with prejudice, which was approved by
    the court on December 4, 2024. On November 25, 2024, we entered into a settlement agreement, with the NDCA plaintiffs
    for $25.0 million, subject to approval by the court on June 12, 2025. Based on the settlement agreement, an estimated
    probable loss of $25.0 million was recognized within accrued expenses and other current liabilities on our consolidated
    balance sheet as of December 31, 2024, and remained accrued as of March 31, 2025. While this amount represents our
    best judgment of the probable loss based on the information currently available to us, it is subject to significant judgments
    and estimates and numerous factors beyond our control, including, without limitation, final approval of the court. In addition,
    while it is reasonably possible an incremental loss may have been incurred for the indemnification of certain parties named
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    in the class action lawsuits, a loss, or a range of loss, is not reasonably estimable. The results of legal proceedings are
    inherently uncertain, and upon final resolution of these matters, it is reasonably possible that the actual loss may differ from
    our estimate.
    Securities class action & derivative lawsuits - On April 22, 2024, Lisa Marie Barsuli, individually and on behalf of all
    others similarly situated, filed a class action lawsuit against us and certain of our executive officers in the United States
    District Court for the Central District of California (Case No. 2:24-cv-3282). The plaintiffs seek compensatory damages and
    equitable relief as well as interest, fees and costs. The complaint alleges violations of Sections 10(b) and 20(a) of the
    Exchange Act and Rule 10b-5 promulgated thereunder, and asserts that we and certain of our executive officers failed to
    disclose to investors the risk relating to a grocery chain taking actions that impacted acceptance of our discounted pricing for
    a subset of prescription drugs from PBMs, whose pricing we promote on our platform (the “grocer issue”), which occurred
    late in the first quarter of 2022. As alleged in the complaint, when we disclosed the occurrence of the grocer issue, our stock
    price fell, causing investor losses. On July 25, 2024, U.S. District Judge André Birotte Jr. appointed The Kalmanson Family
    as the lead plaintiff and approved selection of lead plaintiff's counsel. We filed a motion to dismiss the class action lawsuit on
    November 19, 2024. On January 10, 2025, the plaintiffs filed their opposition to our motion to dismiss, and we filed our
    response on February 11, 2025.
    Additionally, on various dates between May 23, 2024 and November 6, 2024, alleged stockholders Benjamin Solomon
    (Case No. 2:24-cv-04301), Joseph Caetano (Case No. 2:24-cv-06993), Colby Mayes (Case No. 2:24-cv-07264), Sharon
    Burgs (Case No. 2:24-cv-07281), and Stephen Bushansky (Case No. 2:24-cv-09611) each filed separate derivative lawsuits
    in the United States District Court for the Central District of California, in each case, purportedly on behalf of us against
    certain of our current and former executive officers and directors. The derivative complaints assert various claims, including
    for violations of, and contribution under, the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control,
    gross mismanagement, corporate waste and violations of insider trading laws. The claims in each of these derivative
    lawsuits are based on allegations substantially similar to those in the class action lawsuit described above and also allege
    that we failed to maintain adequate internal controls. The plaintiffs in these derivative lawsuits are seeking declaratory relief,
    monetary damages, restitution, disgorgement of alleged illegal profits and/or certain governance reforms. On December 20,
    2024, plaintiffs in the derivative lawsuits agreed to consolidate the cases and stay the action pending the resolution of the
    securities class action's motion to dismiss. On February 20, 2025, the court granted the stipulation and consolidated the
    cases under Case No. 2:24-cv-04301-AB-JPR.
    On April 23, 2025, the court granted our motion to dismiss the securities class action lawsuit, without prejudice and with
    leave to amend.
    Consumer state litigations - On May 28, 2024, The Bert and Annette Mullens Foundation filed a lawsuit against us in
    Pope County, Arkansas, alleging that we violated an Arkansas statute related to the distribution of health-related discount
    cards. Specifically, the statute provides that each discount card must “expressly provide in bold and prominent type that the
    discounts are not insurance.” Ark. Code Ann. § 4-106-201(1). Furthermore, the statute provides that each card must
    “expressly provide in bold and prominent type on the card or in a statement attached to the card that the consumer has the
    right to cancel his or her registration within thirty (30) days from the effective date of the card.” Ark. Code Ann. §
    4-106-201(2). The plaintiff alleges that our cards did not comply with these requirements, and sought an injunction and
    statutory damages. We filed a motion to dismiss the complaint, which was denied on December 2, 2024. Furthermore, on
    June 11, 2024, the Minnesota Teamsters Service Bureau, also filed a lawsuit against us in Hennepin County, Minnesota,
    alleging that we violated a Minnesota statute related to the distribution of health-related discount cards. Specifically, the
    statute provides that each discount card must “expressly provide in bold and prominent type that the discounts are not
    insurance.” Minn. Stat. Ann. § 325F.784, subd. 1(1). The plaintiff alleges that our cards do not comply with these
    requirements and also seeks an injunction and statutory damages. We filed a motion to dismiss the complaint, which was
    denied on December 17, 2024. Discovery is ongoing in both matters.
    We intend to vigorously defend against the claims asserted in the securities class action, derivative lawsuits, and
    consumer state litigations. We believe we have meritorious defenses to such claims and based upon information presently
    known to management, we have not accrued a loss for these lawsuits as a loss is not probable nor reasonably estimable.
    While it is reasonably possible a loss may have been incurred, we are unable to estimate a loss or range of loss in these
    matters.
    These pending proceedings involve complex questions of fact and law and may require the expenditure of significant
    funds and the diversion of other resources to defend. In addition, during the normal course of business, we (including our
    directors and officers whom we indemnify) may become subject to, and are presently involved in, legal proceedings, claims
    and litigation. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. We have
    not accrued for a loss for any other matters as a loss is not probable and a loss, or a range of loss, is not reasonably
    estimable. Accruals for loss contingencies are recognized when a loss is probable, and the amount of such loss can be
    reasonably estimated. See "Note 5. Accrued Expenses and Other Current Liabilities" for additional information. Loss
    recoveries are recognized when a loss has been incurred and the recovery is probable. See "Note 4. Prepaid Expenses and
    Other Current Assets" for additional information.
    GoodRx as plaintiff in arbitration award - In February 2023, we initiated arbitration against Famulus Health, LLC
    (“Famulus”) before the American Arbitration Association in relation to Famulus’ breach of an agreement entered into by
    Famulus and us in June 2020, as amended (the “Agreement”). We asserted claims for Famulus' breach of the confidentiality
    12
    Table of Contents
    and exclusivity provisions in the Agreement, seeking to recover damages and injunctive relief. On February 15, 2024, an
    arbitration award was rendered, which included a damages award and a permanent injunction (the "Arbitration Award").
    Famulus filed a petition to vacate the Arbitration Award on February 21, 2024 in the United States District Court for the
    District of South Carolina ("DSC"). We filed a petition to confirm the Arbitration Award on February 22, 2024 in the DSC. In
    April 2024, several motions and oppositions were filed, which were consolidated by the DSC on April 12, 2024. On
    September 11, 2024, the DSC entered an opinion and order denying Famulus’s motion to vacate the Arbitration Award and
    granting our motion to confirm the Arbitration Award as modified by the DSC. On October 11, 2024, we filed an application
    for writ of execution in the DSC, which was issued on October 16, 2024. The writ directs a U.S. Marshal of the District of
    South Carolina to levy Famulus’s property in execution of our judgment. We cannot make any assurance as to the outcome
    of the Arbitration Award or if the Arbitration Award will be collected. Any gain on this matter is considered a gain contingency
    and will be recognized in the period in which the Arbitration Award is realized or realizable, pursuant to ASC 450,
    Contingencies.
    9. Revenue
    For the three months ended March 31, 2025 and 2024, revenue comprised the following:
    Three Months Ended March 31,
    (in thousands)
    2025
    2024
    Prescription transactions revenue
    $148,923
    $145,395
    Subscription revenue
    21,017
    22,601
    Pharma manufacturer solutions revenue
    28,648
    24,509
    Other revenue
    4,382
    5,375
    Total revenue
    $202,970
    $197,880
    10. Stockholders' Equity
    On February 23, 2022, our board of directors ("Board") authorized the repurchase of up to an aggregate of
    $250.0 million of our Class A common stock through February 23, 2024. On February 27, 2024, our Board approved a new
    stock repurchase program which authorized the repurchase of up to an aggregate of $450.0 million of our Class A common
    stock with no expiration date. Repurchases under these repurchase programs may be made in the open market, in privately
    negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion,
    depending on market conditions and corporate needs, or under a trading plan intended to satisfy the affirmative defense
    conditions of Rule 10b5-1(c)(1) under the Exchange Act. These repurchase programs do not obligate us to acquire any
    particular amount of Class A common stock and may be modified, suspended or terminated at any time at the discretion of
    our Board. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. As of
    March 31, 2025, we had $189.4 million available for future repurchases of our Class A common stock under the new stock
    repurchase program.
    In March 2024, we repurchased 14.6 million and 6.2 million shares of our Class A common stock (after giving effect to
    the automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from related
    parties, Francisco Partners IV, L.P. and Francisco Partners IV-A (collectively, “Francisco Partners”) and Spectrum Equity VII,
    L.P., Spectrum VII Investment Managers’ Fund, L.P., and Spectrum VII Co-Investment Fund, L.P. (collectively, “Spectrum”),
    respectively, for an aggregate repurchase of 20.9 million shares of our Class A common stock at a price of $7.19 per share,
    in each case representing a discount from our closing share price of $7.57 on the date of the transaction execution. The
    aggregate consideration for these repurchases was $151.4 million, inclusive of direct costs and estimated excise taxes
    associated with these transactions.
    On March 16, 2025, we repurchased 10.0 million, 7.0 million, and 3.0 million shares of our Class A common stock (after
    giving effect to the automatic conversion of our Class B common stock to Class A common stock upon such repurchase)
    from related parties, Francisco Partners, Idea Men, LLC and Spectrum, respectively, for an aggregate repurchase of
    20.0 million shares of our Class A common stock at a price of $4.20 per share, in each case representing a discount from
    our closing share price of $4.42 as of the last trading day prior to the execution date of these transactions. The aggregate
    consideration for these repurchases was $84.9 million, inclusive of direct costs and estimated excise taxes associated with
    these transactions.
    These related party repurchases were approved by our Board and its Audit and Risk Committee as part of the
    aforementioned repurchase programs.
    The following table presents information about our repurchases of our Class A common stock:
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    Table of Contents
    Three Months Ended March 31,
    (in thousands)
    2025
    2024
    Number of shares repurchased
    23,340
    21,329
    Cost of shares repurchased
    $100,920
    $154,814
    11. Basic and Diluted Earnings (Loss) Per Share
    The computation of earnings (loss) per share for the three months ended March 31, 2025 and 2024 is as follows:
    Three Months Ended March 31,
    (in thousands, except per share amounts)
    2025
    2024
    Numerator:
    Net income (loss)
    $11,052
    $(1,009)
    Denominator:
    Weighted average shares - basic
    379,196
    390,048
    Dilutive impact of stock options and restricted stock units
    460
    —
    Weighted average shares - diluted
    379,656
    390,048
    Earnings (loss) per share:
    Basic
    $0.03
    $(0.00)
    Diluted
    $0.03
    $(0.00)
    The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings (loss)
    per share for the periods presented because including them would have been antidilutive:
    Three Months Ended March 31,
    (in thousands)
    2025
    2024
    Stock options and restricted stock units
    41,161
    50,062
    12. Subsequent Event
    On April 16, 2025, we entered into a non-cancellable office lease agreement in New York, New York that extended the
    lease term of an existing space and provided for a new space, both of which end in early 2036. The total future minimum
    lease payments are approximately $14.7 million.
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    Table of Contents
    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    You should read the following discussion and analysis of our financial condition and results of operations together with
    our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report
    on Form 10-Q, as well as Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
    Operations” and Part II, Item 8, “Financial Statements and Supplementary Data” included in our Annual Report on Form 10-
    K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission ("SEC") on February 27,
    2025 (“2024 10-K”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs
    involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking
    statements as a result of various factors, including those set forth in the "Risk Factors" sections of our 2024 10-K and this
    Quarterly Report on Form 10-Q and other factors set forth in other parts of this Quarterly Report on Form 10-Q and our
    filings with the SEC.
    Glossary of Selected Terminology
    As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:
    •“we,” “us,” “our,” the “Company,” “GoodRx,” and similar references refer to GoodRx Holdings, Inc. and its
    consolidated subsidiaries.
    •“Co-Founders” refers to Trevor Bezdek, our Co-Chairman and a director of the Company, and Douglas Hirsch,
    a director of the Company.
    •“consumers” refer to the general population in the United States that uses or otherwise purchases healthcare
    products and services. References to “our consumers” or “GoodRx consumers” refer to consumers that
    have used one or more of our offerings.
    •“discounted price” refers to a price for a prescription provided on our platform that represents a negotiated
    rate provided by one of our PBM partners at a retail pharmacy or under a direct contract with one of our
    partner pharmacies. Through our platform, our discounted prices are free to access for consumers by saving a
    GoodRx code to their mobile device for their selected prescription and presenting it at the chosen pharmacy.
    The term “discounted price” excludes prices we may otherwise source, such as prices from patient assistance
    programs for low-income individuals and Medicare prices, and any negotiated rates offered through our
    subscription offerings: GoodRx Gold (“Gold”), and Kroger Rx Savings Club powered by GoodRx (“Kroger
    Savings”) which sunset in July 2024.
    •“GoodRx code” refers to codes that can be accessed by our consumers through our apps or websites or that
    can be provided to our consumers directly by healthcare professionals, including physicians and pharmacists,
    that allow our consumers free access to our discounted prices or a lower list price for their prescriptions when
    such code is presented at their chosen pharmacy.
    •“Monthly Active Consumers” refers to the number of unique consumers who have used a GoodRx code to
    purchase a prescription medication in a given calendar month and have saved money compared to the list
    price of the medication. A unique consumer who uses a GoodRx code more than once in a calendar month to
    purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique
    consumer who uses a GoodRx code in two or three calendar months within a quarter will be counted as a
    Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our
    subscription offerings, consumers of our pharma manufacturer solutions offering, or consumers who used our
    telehealth offering. When presented for a period longer than a month, Monthly Active Consumers is averaged
    over the number of calendar months in such period. For example, a unique consumer who uses a GoodRx
    code twice in January, but who did not use our prescription transactions offering again in February or March, is
    counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly Active
    Consumers for such quarter (average of 1, 0 and 0). A unique consumer who uses a GoodRx code in January
    and in March, but did not use our prescription transactions offering in February, would be counted as 1 in
    January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such
    quarter. Effective January 1, 2025, Monthly Active Consumers from acquired companies are included
    beginning from the acquisition date. Prior to January 1, 2025, Monthly Active Consumers from acquired
    companies were only included beginning in the first full quarter following the acquisition.
    •"partner pharmacies" refers to select licensed pharmacies with whom we have direct contractual agreements.
    •“PBM” refers to a pharmacy benefit manager. PBMs aggregate demand to negotiate prescription medication
    prices with pharmacies and pharma manufacturers. PBMs find most of their demand through relationships with
    insurance companies and employers. However, nearly all PBMs also have consumer direct or cash network
    pricing that they negotiate with pharmacies for consumers who choose to purchase prescriptions outside of
    insurance.
    •“pharma” is an abbreviation for pharmaceutical.
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    Table of Contents
    •“savings,” “saved” and similar references refer to the difference between the list price for a particular
    prescription at a particular pharmacy and the price paid by the GoodRx consumer for that prescription utilizing
    a GoodRx code available through our platform at that same pharmacy. In certain circumstances, we may show
    a list price on our platform when such list price is lower than the negotiated price available using a GoodRx
    code and, in certain circumstances, a consumer may use a GoodRx code and pay the list price at a pharmacy
    if such list price is lower than the negotiated price available using a GoodRx code. We do not earn revenue
    from such transactions, but our savings calculation includes an estimate of the savings achieved by the
    consumer because our platform has directed the consumer to the pharmacy with the low list price. This
    estimate of savings when the consumer pays the list price is based on internal data and is calculated as the
    difference between the average list price across all pharmacies where GoodRx consumers paid the list price
    and the average list price paid by consumers in the pharmacies to which we directed them. We do not
    calculate savings based on insurance prices as we do not have information about a consumer’s specific
    coverage or price. We do not believe savings are representative or indicative of our revenue or results of
    operations.
    •“subscribers” and similar references refers to our consumers that are subscribed to either of our subscription
    offerings, Gold or Kroger Savings (which sunset in July 2024). References to subscription plans as of a
    particular date represents an active subscription to either one of our aforementioned subscription offerings as
    of the specified date. Each subscription plan may represent more than one subscriber since family subscription
    plans may include multiple members.
    Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been
    subject to rounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases
    been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason,
    percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same
    calculations using the figures in our condensed consolidated financial statements included elsewhere in this Quarterly
    Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to
    rounding.
    Overview
    Our mission is to help Americans get the healthcare they need at a price they can afford. To achieve this, we are
    building the leading consumer-focused digital healthcare platform in the United States. Copays on prescription medication
    have continued to trend upward in recent years and we believe as insurance providers continue to shift the cost burden
    more and more to consumers, consumers are now more than ever searching for sustainable and affordable healthcare
    solutions which we believe strengthens our value proposition. We believe our financial results reflect the significant market
    demand for our offerings and the value that we provide to the broader healthcare ecosystem.
    We have seen rapid changes in the U.S. retail pharmacy landscape recently with announcements of store closures and
    reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens. Additionally, in early May 2025, Rite
    Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process. Given the
    timing of this announcement, the estimated immediate impact of this plan on our revenue is not yet known, however,
    revenue through Rite Aid is currently forecasted to be less than 5% of our total revenue in 2025. Future store closures and
    reduction of footprint from retail pharmacies are expected to have an immediate adverse impact on our prescription volume
    and prescription transactions revenue. However, we believe this impact to be largely transient as we expect prescription
    volume to migrate to other in-network pharmacies in the near term. As an extension of the changing retail pharmacy
    landscape, we have seen and continue to expect heightened renegotiations between pharmacies and PBMs, including
    changes in retailer reimbursement models, as a result of the pharmacies' increased focus on rationalizing their spending,
    which in turn has had and may continue to have an impact on our prescription transactions revenue.
    For the three months ended March 31, 2025 as compared to the same period of 2024:
    •Revenue increased 3% to $203.0 million from $197.9 million;
    •Net income and net income margin were $11.1 million and 5.4%, respectively, compared to net loss and net
    loss margin of $1.0 million and 0.5%, respectively; and
    •Adjusted EBITDA and Adjusted EBITDA Margin were $69.8 million and 34.4%, respectively, compared to $62.8
    million and 31.7%, respectively.
    Revenue, net income (loss) and net income (loss) margin are financial measures prepared in conformity with
    accounting principles generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are
    non-GAAP financial measures. For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to
    the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted
    EBITDA Margin useful and a discussion of the material risks and limitations of these measures, please see “Key Financial
    and Operating Metrics—Non-GAAP Financial Measures" below.
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    Table of Contents
    Key Financial and Operating Metrics
    We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA
    Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of
    Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our
    marketing and engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with
    consumers.
    We exited the first quarter of 2025 with over 7 million prescription-related consumers that used GoodRx across our
    prescription transactions and subscription offerings. Our prescription-related consumers represent the sum of Monthly Active
    Consumers for the three months ended March 31, 2025 and subscribers to our subscription plans as of March 31, 2025.
    Monthly Active Consumers
    We expect the changes in retail pharmacy reimbursement models as discussed above to result in a year-over-year
    decline in Monthly Active Consumers in the near term.
    Three Months Ended
    (in millions)
    March 31,
    2025
    December 31,
    2024
    September 30,
    2024
    June 30,
    2024
    March 31,
    2024
    Monthly Active Consumers
    6.4
    6.6
    6.5
    6.6
    6.7
    Subscription Plans
    Subscription plans through the second quarter of 2024 included subscription plans for Kroger Savings, which sunset in
    July 2024.
    As of
    (in thousands)
    March 31,
    2025
    December 31,
    2024
    September 30,
    2024
    June 30,
    2024
    March 31,
    2024
    Subscription plans
    680
    684
    701
    696
    778
    Non-GAAP Financial Measures
    Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial
    performance and are also used for internal planning and forecasting purposes. We believe Adjusted Revenue, Adjusted
    EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist
    in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition,
    these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
    We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated
    with restructuring related activities. We exclude these costs from revenue because we believe they are not indicative of past
    or future underlying performance of the business. For the three months ended March 31, 2025 and the full year of 2024,
    revenue was equal to Adjusted Revenue.
    We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and
    amortization, and as further adjusted, as applicable, for acquisition related expenses, stock-based compensation expense,
    payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss
    on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business and other
    income or expense, net. These excluded items are either non-cash charges or such that we believe do not represent our
    underlying core operating performance and that their exclusion provides investors with a better understanding of the factors
    and trends affecting our business. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted
    Revenue.
    Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are
    presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to
    financial information presented in accordance with GAAP. These measures have certain limitations in that they do not
    include the impact of certain costs that are reflected in our condensed consolidated statements of operations that are
    necessary to run our business. Other companies, including other companies in our industry, may not use these measures or
    may calculate these measures differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness
    as comparative measures.
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    Table of Contents
    The following table presents a reconciliation of net income (loss), the most directly comparable financial measure
    calculated in accordance with GAAP, to Adjusted EBITDA, and presents net income (loss) margin, the most directly
    comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:
    Three Months Ended March 31,
    (dollars in thousands)
    2025
    2024
    Net income (loss)
    $11,052
    $(1,009)
    Adjusted to exclude the following:
    Interest income
    (3,932)
    (7,555)
    Interest expense
    10,644
    14,643
    Income tax expense
    5,616
    1,302
    Depreciation and amortization
    20,912
    15,942
    Financing related expenses (1)
    —
    440
    Acquisition related expenses (2)
    26
    174
    Restructuring related expenses (3)
    1,219
    (125)
    Legal settlement expenses (4)
    —
    13,000
    Stock-based compensation expense
    19,174
    25,096
    Payroll tax expense related to stock-based compensation
    685
    879
    Loss on operating lease asset (5)
    4,409
    —
    Adjusted EBITDA
    $69,805
    $62,787
    Revenue
    $202,970
    $197,880
    Net income (loss) margin
    5.4%
    (0.5%)
    Adjusted EBITDA Margin
    34.4%
    31.7%
    _____________________________________________________
    (1)Financing related expenses include third-party fees related to proposed financings.
    (2)Acquisition related expenses principally include costs for actual or planned acquisitions including related third-party
    fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to
    employees related to acquisitions and change in fair value of contingent consideration. From time to time,
    acquisition related expenses may also include similar transaction related costs for business dispositions.
    (3)Restructuring related expenses include costs for various workforce optimization and organizational changes to
    better align with our strategic goals and future scale including employee severance and other personnel related
    costs, contract termination costs, and losses from the disposal of certain technology and certain capitalized
    software.
    (4)Legal settlement expenses consist of periodic settlement costs for significant and unusual litigation matters.
    (5)Loss on operating lease asset represents losses incurred from time to time relating to the impairment or
    abandonment of leased office space.
    Components of our Results of Operations
    For a description of the components of our results of operations, refer to Note 2 to our audited consolidated financial
    statements included in our 2024 10-K. In addition, for a description of primary drivers that may cause our revenue, costs and
    operating expenses to fluctuate from period to period, including seasonality, refer to Part II, Item 7, “Management’s
    Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 10-K.
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    Table of Contents
    Results of Operations
    The following table sets forth our results of operations for the three months ended March 31, 2025 and 2024:
    (dollars in thousands)
    Three
    Months
    Ended
    March 31,
    2025
    % of Total
    Revenue
    Three
    Months
    Ended
    March 31,
    2024
    % of Total
    Revenue
    Change ($)
    Change (%)
    Revenue:
    Prescription transactions revenue
    $148,923
    73%
    $145,395
    73%
    $3,528
    2%
    Subscription revenue
    21,017
    10%
    22,601
    11%
    (1,584)
    (7%)
    Pharma manufacturer solutions
    revenue
    28,648
    14%
    24,509
    12%
    4,139
    17%
    Other revenue
    4,382
    2%
    5,375
    3%
    (993)
    (18%)
    Total revenue
    202,970
    197,880
    Costs and operating expenses:
    Cost of revenue, exclusive of
    depreciation and amortization
    presented separately below
    13,364
    7%
    12,468
    6%
    896
    7%
    Product development and technology
    31,142
    15%
    31,017
    16%
    125
    0%
    Sales and marketing
    84,542
    42%
    89,964
    45%
    (5,422)
    (6%)
    General and administrative
    29,630
    15%
    41,108
    21%
    (11,478)
    (28%)
    Depreciation and amortization
    20,912
    10%
    15,942
    8%
    4,970
    31%
    Total costs and operating expenses
    179,590
    190,499
    Operating income
    23,380
    7,381
    Other expense, net:
    Interest income
    3,932
    2%
    7,555
    4%
    (3,623)
    (48%)
    Interest expense
    (10,644)
    5%
    (14,643)
    7%
    3,999
    (27%)
    Total other expense, net
    (6,712)
    (7,088)
    Income before income taxes
    16,668
    293
    Income tax expense
    (5,616)
    3%
    (1,302)
    1%
    (4,314)
    331%
    Net income (loss)
    $11,052
    $(1,009)
    Revenue
    All of our revenue has been generated in the United States.
    Prescription transactions revenue increased $3.5 million, or 2%, year-over-year, primarily driven by improved unit
    economics related to contracting with our customers and partners and sales mix, partially offset by a 4% decrease in the
    number of our Monthly Active Consumers, primarily due to the broader changes in the retail pharmacy landscape including
    store closures and retail reimbursement models as discussed above. Our acquisition of VCRx (see Note 3 to our condensed
    consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) did not materially contribute to
    the year-over-year changes in prescription transactions revenue and Monthly Active Consumers.
    Subscription revenue decreased $1.6 million, or 7%, year-over-year, primarily driven by a decrease in the number of
    subscription plans principally due to the sunset of Kroger Savings with 680 thousand subscription plans as of March 31,
    2025 compared to 778 thousand as of March 31, 2024. Given the subscription fee is higher for Gold relative to Kroger
    Savings, the sunset of Kroger Savings resulted in a higher year-over-year decline in subscription plans relative to
    subscription revenue.
    Pharma manufacturer solutions revenue increased $4.1 million, or 17%, year-over-year, driven by organic growth as we
    continued to expand our market penetration with pharma manufacturers and other customers. We expect pharma
    manufacturer solutions to grow as a percentage of total revenue in the near to medium term as we continue to scale and
    expand available services, capabilities and platforms of our pharma manufacturer solutions offering.
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    Table of Contents
    Costs and Operating Expenses
    Cost of revenue, exclusive of depreciation and amortization
    Cost of revenue remained relatively flat year-over-year, primarily driven by an increase in processing fees and hosting
    costs, substantially offset by a decrease in outsourced personnel costs related to consumer support.
    Product development and technology
    Product development and technology expenses remained relatively flat year-over-year, primarily driven by an increase
    in third-party services and contractors associated with non-capitalizable product development activities, partially offset by a
    decrease in payroll and related costs largely due to higher capitalization of such costs related to the development of internal-
    use software.
    Sales and marketing
    Sales and marketing expenses decreased $5.4 million, or 6%, year-over-year, primarily driven by a $2.6 million
    decrease in third-party marketing expenses and a $1.9 million decrease in payroll and related expenses largely due to lower
    stock-based compensation expense as a result of changes in our employee composition.
    General and administrative
    General and administrative expenses decreased $11.5 million, or 28%, year-over-year, primarily driven by a net $13.0
    million estimated legal settlement loss recognized in the first quarter of 2024 with respect to an ongoing class action litigation
    and a $2.4 million decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020
    that fully vested by the end of 2024. The impact of these drivers was partially offset by a $4.4 million impairment loss related
    to a leased office space we recognized in the first quarter of 2025.
    Depreciation and amortization
    Depreciation and amortization expenses increased $5.0 million, or 31%, year-over-year, primarily driven by higher
    amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction
    of new products and features.
    Interest Income
    Interest income decreased by $3.6 million, or 48%, year-over-year, primarily due to lower average balance of cash
    equivalents held in U.S. treasury securities money market funds.
    Interest Expense
    Interest expense decreased by $4.0 million, or 27%, year-over-year, primarily due to lower average debt balances.
    Income Taxes
    For the three months ended March 31, 2025 and 2024, we had income tax expense of $5.6 million and $1.3 million,
    respectively, and an effective income tax rate of 33.7% and 444.4%, respectively. The year-over-year increase in income tax
    expense was primarily driven by an increase in income before income taxes and tax effects from our equity awards, partially
    offset by a decrease in the estimated annual effective income tax rate.
    Liquidity and Capital Resources
    Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity
    issuances, and borrowings under our long-term debt arrangements. Our principal sources of liquidity are our cash and cash
    equivalents and borrowings available under our $100.0 million secured revolving credit facility, of which $12.0 million will
    mature on July 11, 2025 and $88.0 million on April 10, 2029. As of March 31, 2025, we had cash and cash equivalents of
    $301.0 million and $91.7 million available under our revolving credit facility.
    As of March 31, 2025, there were no material changes to our primary short-term and long-term requirements for liquidity
    and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's Discussion and Analysis of
    Financial Condition and Results of Operations" of our 2024 10-K. In addition, see Note 12 to our condensed consolidated
    financial statements included elsewhere in this Quarterly Report on Form 10-Q for a contractual commitment we entered into
    in April 2025.
    20
    Table of Contents
    Based on our current conditions, we believe that our net cash provided by operating activities and cash on hand will be
    adequate to meet our operating, investing and financing needs for at least the next twelve months from the date of the
    issuance of the accompanying unaudited condensed consolidated financial statements. Our future capital requirements will
    depend on many factors, including the growth of our business, the timing and extent of investments, sales and marketing
    activities, and many other factors as described in Part I, Item 1A, "Risk Factors" of our 2024 10-K.
    If necessary, we may borrow funds under our revolving credit facility to finance our liquidity requirements, subject to
    customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we
    continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional
    indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing
    may not be available on favorable terms, or at all. In particular, the current economic uncertainty, including rising inflation,
    new or increased tariffs and socio-political events, has resulted in, and may continue to result in, significant disruption of
    global financial markets, including rising interest rates, which could reduce our ability to access capital. If we are unable to
    raise additional funds when needed or on the terms desired, our business, financial condition and results of operations could
    be adversely affected.
    Holding Company Status
    GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result,
    GoodRx Holdings, Inc. is largely dependent upon cash distributions and other transfers from its subsidiaries to meet its
    obligations and to make future dividend payments, if any. Our debt arrangements contain covenants restricting payments of
    dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met. These covenants provide for
    certain exceptions for specific types of payments. Based on these restrictions, all of the net assets of GoodRx, Inc. were
    restricted pursuant to the terms of our debt arrangements as of March 31, 2025. Since the restricted net assets of GoodRx,
    Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, see Note 18 to our
    consolidated financial statements included in our 2024 10-K for the condensed parent company financial information of
    GoodRx Holdings, Inc.
    Cash Flows
    Three Months Ended March 31,
    (in thousands)
    2025
    2024
    Net cash provided by operating activities
    $9,413
    $42,586
    Net cash used in investing activities
    (51,876)
    (20,615)
    Net cash used in financing activities
    (104,902)
    (160,972)
    Net change in cash and cash equivalents
    $(147,365)
    $(139,001)
    Net cash provided by operating activities
    The $33.2 million year-over-year decrease in net cash provided by operations was driven by a $48.8 million increase in
    cash outflow from changes in operating assets and liabilities, partially offset by a $15.6 million increase in net income after
    adjusting for non-cash adjustments. Changes in operating assets and liabilities were principally driven by the timing of
    payments of prepaid services, accounts payable and accrued expenses, income tax payments and refunds, as well as
    collections of accounts receivable.
    Net cash used in investing activities
    The $31.3 million year-over-year increase in net cash used in investing activities was primarily driven by a $30.0 million
    increase  in cash paid for the acquisition of a business.
    Net cash used in financing activities
    The $56.1 million year-over-year decrease in net cash used in financing activities was primarily driven by a $53.3 million
    decrease in payments for repurchases of our Class A common stock, a $3.1 million decrease in employee taxes paid related
    to net share settlement of equity awards, and a $2.3 million decrease in payments on our term loans as a result of our
    refinancing in July 2024. The impact from these drivers was partially offset by a $2.6 million decrease in proceeds from the
    exercise of stock options.
    Recent Accounting Pronouncements
    Refer to Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on
    Form 10-Q.
    21
    Table of Contents
    Critical Accounting Policies and Estimates
    During the three months ended March 31, 2025, there have been no significant changes to our critical accounting
    policies and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial
    Condition and Results of Operations” of our 2024 10-K.
    Item 3. Quantitative and Qualitative Disclosures About Market Risk
    There have been no material changes in our market risk from the disclosure included in Part II, Item 7A, “Quantitative
    and Qualitative Disclosures About Market Risk” of our 2024 10-K.
    Item 4. Controls and Procedures
    Evaluation of Disclosure Controls and Procedures
    Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of
    the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and
    procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal
    executive officer and principal financial officer concluded that, as of March 31, 2025, our disclosure controls and procedures
    were effective.
    Changes in Internal Control Over Financial Reporting
    There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
    under the Exchange Act) during the three months ended March 31, 2025 that have materially affected, or are reasonably
    likely to materially affect, our internal control over financial reporting.
    22
    Table of Contents
    PART II. OTHER INFORMATION
    Item 1. Legal Proceedings
    The information required under this Part II, Item 1 is set forth in Note 8 to our condensed consolidated financial
    statements included in this Quarterly Report on Form 10-Q and is incorporated herein by this reference.
    Item 1A. Risk Factors
    For a discussion of potential risks and uncertainties related to us, see the information included in Part I, Item 1A, "Risk
    Factors" of our 2024 10-K. There have been no material changes to the risk factors previously disclosed in our 2024 10-K,
    except as noted below:
    General economic factors, natural disasters or other unexpected events may adversely affect our business,
    financial performance and results of operations.
    Although we only operate in the United States, our business, financial performance and results of operations depend in
    part on worldwide macroeconomic economic conditions and their impact on consumer spending. Recessionary economic
    cycles, changing interest rates, volatile fuel and energy costs, inflation, levels of unemployment, conditions in the residential
    real estate and mortgage markets, access to credit, consumer debt levels, tariffs, government spending freezes, unsettled
    financial markets and other economic factors that may affect costs of manufacturing prescription medications, consumer
    spending or buying habits could materially and adversely affect our customers, our consumers, and demand for our
    offerings. Volatility in the financial markets and deterioration in economic conditions, increasing inflation or increasing
    unemployment levels has also had and may continue to have a negative impact on consumer spending patterns. Changes
    and uncertainty can, among other things, reduce or shift spending away from medical treatments, procedures and doctors’
    office visits.
    In addition, negative national or global economic conditions have adversely affected the PBMs, partner pharmacies and
    pharma manufacturers we contract with and their associated industry participants, financial performance, liquidity and
    access to capital, and may continue to impact them. This may affect their ability to renew contracts with us on the same or
    better terms, which could impact the competitiveness of the discounted prices we are able to offer our consumers. Trade
    barriers, duties, tariffs, and retaliatory measures by the U.S. and other governments may impact the pharma manufacturers
    we contract with by increasing their costs of business, which could cause them to decrease their marketing spend on our
    offerings. All of these factors may be exacerbated by global financial conditions and other geopolitical factors, which could
    harm our business, financial condition and results of operations.
    Economic factors such as increased insurance and healthcare costs, commodity prices, tariffs, shipping costs, inflation,
    higher costs of labor, and changes in or interpretations of other laws, regulations and taxes may also increase our costs and
    make our offerings less competitive, increase general and administrative expenses, and otherwise adversely affect our
    financial condition and results of operations.
    Additionally, global public health crises, natural disasters, such as earthquakes and wildfires, and other adverse weather
    and climate conditions, political crises, such as terrorist attacks, war and other political instability or other unexpected
    events, could disrupt our operations, internet or mobile networks or the operations of PBMs and their pharmacy networks.
    For example, our corporate headquarters and other facilities are located in California, which in the past has experienced
    both severe earthquakes and wildfires. Certain of these events may become more frequent or intense as a result of climate
    change or other environmental or social pressures. For more information, see our risk factor titled “We are subject to a
    series of risks related to climate change” previously disclosed in our 2024 10-K. If any of these events occurs, our business
    could be adversely affected.
    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    Unregistered Sales of Equity Securities
    None.
    Use of Proceeds
    On September 25, 2020, we completed our IPO. All shares sold were registered pursuant to a registration statement on
    Form S-1 (File No. 333-248465), as amended (the “Registration Statement”), declared effective by the SEC on September
    22, 2020.
    There have been no material changes in the expected use of the net proceeds from our IPO as described in our
    Registration Statement. As of March 31, 2025, we estimated we had used approximately $710.4 million of the net proceeds
    from our IPO: (i) $184.4 million for the acquisition of businesses that complement our business; (ii) $346.0 million for the
    repurchases of our Class A common stock; (iii) $160.0 million for the repayment of our outstanding debt obligations; and (iv)
    $20.0 million for working capital and other general corporate purposes. As of March 31, 2025, we had $176.5 million
    23
    Table of Contents
    estimated remaining net proceeds from our IPO which have been invested in investment grade, interest-bearing
    instruments.
    Issuer Repurchases of Equity Securities
    The following table presents information with respect to our repurchases of our Class A common stock during the three
    months ended March 31, 2025.
    Period
    Total Number of
    Shares Repurchased (1)
    Average Price Paid
    per Share (2)
    Total Number of Shares
    Repurchased as Part of
    Publicly Announced
    Program (1)
    Approximate Dollar
    Value of Shares that
    May Yet Be
    Repurchased
    Under the Program
    (in thousands)
    January 1 - 31
    —
    $—
    —
    $—
    February 1 - 28
    —
    $—
    —
    $—
    March 1 - 31
    23,340,166
    $4.32
    23,340,166
    $189,376
    Total
    23,340,166
    23,340,166
    _____________________________________________________
    (1)The repurchases are being executed from time to time, subject to general business and market conditions and
    other investment opportunities, through open market purchases or privately negotiated transactions, which may
    include repurchases through a trading plan intended to satisfy the affirmative defense conditions of Rule
    10b5-1(c)(1) under the Exchange Act. See Note 10 to our condensed consolidated financial statements included
    elsewhere in this Quarterly Report on Form 10-Q for additional information related to our current $450.0 million
    stock repurchase program with no expiration date, which was publicly announced on February 29, 2024.
    (2)Average price paid per share includes direct costs and estimated excise taxes associated with the repurchases.
    Item 3. Defaults Upon Senior Securities
    None.
    Item 4. Mine Safety Disclosures
    Not applicable.
    Item 5. Other Information
    Insider Trading Arrangements
    During the three months ended March 31, 2025, none of our directors or officers (as defined in Section 16 of the
    Exchange Act), adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our
    securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-
    Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K of the Exchange Act).
    24
    Table of Contents
    Item 6. Exhibits
    Incorporated by Reference
    Filed/
    Furnished
    Herewith
    Exhibit
    Number
    Exhibit Description
    Form
    File No.
    Exhibit
    Filing
    Date
    3.1
    Amended and Restated Certificate of Incorporation
    8-K
    001-39549
    3.1
    9/28/20
    3.2
    Amended and Restated Bylaws
    8-K
    001-39549
    3.2
    9/28/20
    4.1
    Form of Certificate of Class A Common Stock
    S-1
    333-248465
    4.1
    8/28/20
    4.2
    Form of Certificate of Class B Common Stock
    S-8
    333-249069
    4.4
    9/25/20
    10.1
    Separation Agreement & General Release, by and between
    GoodRx, Inc. and Karsten Voermann, dated January 17,
    2025
    10-K
    001-39549
    10.1
    2/27/25
    10.2
    Employment Agreement, by and between GoodRx, Inc. and
    Christopher McGinnis, dated February 4, 2025
    8-K
    001-39549
    10.1
    2/5/25
    10.3
    Fifth Amendment to Office Lease Agreement by and
    between GoodRx, Inc. and Pen Factory Property Owner,
    LLC, dated January 2, 2025
    *
    31.1
    Certification of Chief Executive Officer pursuant to Rule
    13a-14(a)/15d-14(a)
    *
    31.2
    Certification of Chief Financial Officer pursuant to Rule
    13a-14(a)/15d-14(a)
    *
    32.1
    Certification of Chief Executive Officer pursuant to 18
    U.S.C. Section 1350
    **
    32.2
    Certification of Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350
    **
    101.INS
    Inline XBRL Instance Document – the instance document
    does not appear in the Interactive Data File because its
    XBRL tags are embedded within the Inline XBRL document
    *
    101.SCH
    Inline XBRL Taxonomy Extension Schema Document
    *
    101.CAL
    Inline XBRL Taxonomy Extension Calculation Linkbase
    Document
    *
    101.DEF
    Inline XBRL Taxonomy Extension Definition Linkbase
    Document
    *
    101.LAB
    Inline XBRL Taxonomy Extension Label Linkbase
    Document
    *
    101.PRE
    Inline XBRL Taxonomy Extension Presentation Linkbase
    Document
    *
    104
    Cover Page Interactive Data File (formatted as Inline XBRL
    and contained in Exhibit 101)
    *
    _____________________________________________________
    *Filed herewith.
    **Furnished herewith.
    25
    Table of Contents
    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
    signed on its behalf by the undersigned thereunto duly authorized.
    GOODRX HOLDINGS, INC.
    Date: May 7, 2025
    By:
    /s/ Wendy Barnes
    Wendy Barnes
    Chief Executive Officer & President
    (Principal Executive Officer)
    Date: May 7, 2025
    By:
    /s/ Christopher McGinnis
    Christopher McGinnis
    Chief Financial Officer & Treasurer
    (Principal Financial Officer)
    Date: May 7, 2025
    By:
    /s/ Romin Nabiey
    Romin Nabiey
    Chief Accounting Officer
    (Principal Accounting Officer)
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      4 - GoodRx Holdings, Inc. (0001809519) (Issuer)

      11/17/23 7:08:30 PM ET
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    $GDRX
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

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    • Mizuho initiated coverage on GoodRx with a new price target

      Mizuho initiated coverage of GoodRx with a rating of Neutral and set a new price target of $5.00

      12/4/24 7:38:07 AM ET
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    • GoodRx upgraded by Raymond James with a new price target

      Raymond James upgraded GoodRx from Outperform to Strong Buy and set a new price target of $10.00

      8/9/24 7:30:17 AM ET
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    • GoodRx upgraded by RBC Capital Mkts with a new price target

      RBC Capital Mkts upgraded GoodRx from Sector Perform to Outperform and set a new price target of $10.00 from $8.00 previously

      5/23/24 7:39:11 AM ET
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    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

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    • Amendment: SEC Form SC 13G/A filed by GoodRx Holdings Inc.

      SC 13G/A - GoodRx Holdings, Inc. (0001809519) (Subject)

      11/14/24 12:29:56 PM ET
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    • Amendment: SEC Form SC 13G/A filed by GoodRx Holdings Inc.

      SC 13G/A - GoodRx Holdings, Inc. (0001809519) (Subject)

      11/13/24 4:30:24 PM ET
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    • Amendment: SEC Form SC 13G/A filed by GoodRx Holdings Inc.

      SC 13G/A - GoodRx Holdings, Inc. (0001809519) (Subject)

      11/12/24 4:02:41 PM ET
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    SEC Filings

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    • Amendment: SEC Form SCHEDULE 13G/A filed by GoodRx Holdings Inc.

      SCHEDULE 13G/A - GoodRx Holdings, Inc. (0001809519) (Subject)

      5/15/25 10:57:58 AM ET
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    • Amendment: SEC Form SCHEDULE 13G/A filed by GoodRx Holdings Inc.

      SCHEDULE 13G/A - GoodRx Holdings, Inc. (0001809519) (Subject)

      5/14/25 4:04:49 PM ET
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    • SEC Form 10-Q filed by GoodRx Holdings Inc.

      10-Q - GoodRx Holdings, Inc. (0001809519) (Filer)

      5/7/25 4:50:11 PM ET
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      EDP Services
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