As filed with the Securities and Exchange Commission on February 27, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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
(855) 268-2822
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
GoodRx Holdings, Inc. 2020 Incentive Award Plan
GoodRx Holdings, Inc. 2020 Employee Stock Purchase Plan
(Full title of the plans)
Christopher McGinnis
Chief Financial Officer
2701 Olympic Boulevard
Santa Monica, CA 90404
(855) 268-2822
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Marc D. Jaffe
Benjamin J. Cohen
Jenna Cooper
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | ☐ | Accelerated filer | ☒ | |||||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||
Emerging growth company | ☐ | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the
“Commission”) for the purpose of registering an additional 33,852,798 shares of Class A common stock, par value $0.0001 per
share (the “Class A Common Stock”), of GoodRx Holdings, Inc. (the “Registrant”), issuable under the following employee
benefit plans for which registration statements of the Registrant on Form S-8 (File No. 333-249069), Form S-8 (File No.
333-254184), Form S-8 (File No. 333-263118), Form S-8 (File No. 333-270149) and Form S-8 (File No. 333-277511) are
effective: (i) the GoodRx Holdings, Inc. 2020 Incentive Award Plan (the “2020 Plan”) and (ii) the GoodRx Holdings, Inc. 2020
Employee Stock Purchase Plan (the “2020 ESPP”).
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are
incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently
filed document, which is incorporated by reference herein or therein.
Item 8. EXHIBITS.
Incorporated by Reference | ||||||||||||
Exhibit Number | Exhibit Description | Form | File Number | Filing Date | Exhibit | Filed Herewith | ||||||
4.1 | 8-K | 001-39549 | 9-28-2020 | 3.1 | ||||||||
4.2 | 8-K | 001-39549 | 9-28-2020 | 3.2 | ||||||||
4.3 | S-1/A | 333-248465 | 8-28-2020 | 4.1 | ||||||||
5.1 | X | |||||||||||
23.1 | X | |||||||||||
23.2 | X | |||||||||||
24.1 | X | |||||||||||
99.1 | S-8 | 333-249069 | 9-25-2020 | 99.2 | ||||||||
99.1.1 | S-1/A | 333-248465 | 9-14-2020 | 10.3.1 | ||||||||
99.1.2 | S-1/A | 333-248465 | 9-14-2020 | 10.3.2 | ||||||||
99.1.5 | 10-Q | 001-39549 | 5-13-2021 | 10.1 | ||||||||
99.1.6 | 10-K | 001-39549 | 2-29-2024 | 10.18.1 | ||||||||
99.1.7 | 10-K | 001-39549 | 2-29-2024 | 10.18.2 | ||||||||
99.2 | S-1/A | 333-248465 | 9-14-2020 | 10.4 | ||||||||
107.1 | X | |||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on this 27th day of
February, 2025.
GOODRX HOLDINGS, INC. | ||
By: | /s/ Christopher McGinnis | |
Christopher McGinnis Chief Financial Officer & Treasurer |
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of GoodRx Holdings, Inc., hereby severally constitute and appoint Wendy Barnes and
Christopher McGinnis, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and
stead, and in any and all capacities, to sign this registration statement and any and all amendments (including post-effective
amendments) to this registration statement and all documents relating thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be
done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the
following persons in the capacities held on the dates indicated.
Signature | Title | Date | ||
/s/ Wendy Barnes | Chief Executive Officer, President & Director | February 27, 2025 | ||
Wendy Barnes | (Principal Executive Officer) | |||
/s/ Christopher McGinnis | Chief Financial Officer & Treasurer | February 27, 2025 | ||
Christopher McGinnis | (Principal Financial Officer) | |||
/s/ Romin Nabiey | Chief Accounting Officer | February 27, 2025 | ||
Romin Nabiey | (Principal Accounting Officer) | |||
/s/ Trevor Bezdek | Co-Chairman & Director | February 27, 2025 | ||
Trevor Bezdek | ||||
/s/ Scott Wagner | Co-Chairman & Director | February 27, 2025 | ||
Scott Wagner | ||||
/s/ Christopher Adams | Director | February 27, 2025 | ||
Christopher Adams | ||||
/s/ Ronald E. Bruehlman | Director | February 27, 2025 | ||
Ronald E. Bruehlman | ||||
/s/ Ian T. Clark | Director | February 27, 2025 | ||
Ian T. Clark | ||||
/s/ Dipanjan Deb | Director | February 27, 2025 | ||
Dipanjan Deb | ||||
/s/ Douglas Hirsch | Director | February 27, 2025 | ||
Douglas Hirsch | ||||
/s/ Kelly J. Kennedy | Director | February 27, 2025 | ||
Kelly J. Kennedy | ||||
/s/ Gregory Mondre | Director | February 27, 2025 | ||
Gregory Mondre | ||||
/s/ Agnes Rey-Giraud | Director | February 27, 2025 | ||
Agnes Rey-Giraud |