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Item 5. Market for Registrant’s Common Equity

2025-02-27 compared with 2024-02-29 · 47 added, 39 removed, 10 unchanged (90% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Market Information

On September 23, 2020, our Class A common stock began trading on the Nasdaq Global Select Market under the symbol “GDRX.” Prior to that time, there was no public market for our common stock.

There is no established public trading market for our Class B common stock.

As of February 20, 2024, there were 7 holders of record of our Class A common stock and 10 holders of record of our Class B common stock.

On September 23, 2020 , our Class A common stock began trading on the Nasdaq Global Select Market under the

symbol “GDRX.” Prior to that time, there was no public market for our common stock.

There is no established public trading

market for our Class B common stock.

As of February 18, 2025 , there wer e 7 holders of record of our Class A common stock and 10 ho lders of record of our

Class B common stock.

Dividend Policy

We are a holding company that does not conduct any business operations of our own.

We will only be able to pay dividends from our available cash on hand and cash distributions and other transfers received from our subsidiaries, including GoodRx, Inc.

and GoodRx Intermediate Holdings, LLC, whose ability to make any payments to us will depend upon many factors, including their operating results and cash flows.

Additionally, our existing debt arrangements contain covenants restricting payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met.

We have paid cash dividends on our capital stock in the past but cannot guarantee that we will continue to do so in the future.

Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon results of operations, financial condition, capital requirements, business prospects, restrictions imposed by applicable law and other factors our Board deems relevant.

We will only be able to pay

dividends from our available cash on hand and cash distributions and other transfers received from our subsidiaries,

including GoodRx, Inc.

and GoodRx Intermediate Holdings, LLC, whose ability to make any payments to us will depend

upon many factors, including their operating results and cash flows.

Additionally, our existing debt arrangements contain

covenants restricting payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met.

We have paid cash dividends on our capital stock in the past but cannot guarantee that we will continue to do so in the

Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon results of

operations, financial condition, capital requirements, business prospects, restrictions imposed by applicable law and other

factors our Board deems relevant.

Recent Sales of Unregistered Securities;

Purchases of Equity Securities by the Issuer or Affiliated Purchaser

We did not sell any equity securities during the year ended December 31, 2023 that were not registered under the Securities Act.

The following table presents information with respect to our repurchases of Class A common stock during the three months ended December 31, 2023.

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)

October 1 -31 — $ — — $ —

November 1 - 30 13,058,343 $ 5.50 13,058,343 $ 50,309

December 1 - 31 1,003,953 $ 5.98 1,003,953 $ 44,305

Total 14,062,296 14,062,296

_____________________________________________________

(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 Rule 10b5-1 plans.

See Note 14 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information related to our old stock repurchase program, which was approved by our Board on February 23, 2022 and announced on February 28, 2022, in addition to our new stock repurchase program effective subsequent to December 31, 2023, which was approved by our Board on February 27, 2024 and announced on February 29, 2024.

(2) Average price paid per share includes direct costs and estimated excise taxes associated with the repurchases.

We did not sell any equity securities during the year ended December 31, 2024 that were not registered under the

Securities Act.

There were no repurchases of our Class A common stock during the three months ended December 31, 2024 .

Note 14 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K 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.

Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.

The following graph depicts the total cumulative stockholder return on our Class A common stock from September 23, 2020, the first day of trading of our Class A common stock on the Nasdaq Global Select Market, through December 31, 2023, relative to the performance of the Nasdaq Composite Index and the two industries we intersect, namely, the Dow Jones Internet Services Index and S&P 500 Healthcare Index.

The graph assumes an initial investment of $100 at the close of trading on September 23, 2020 and that all dividends paid by companies included in these indices have been reinvested.

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with

the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the

Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any

such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we

specifically incorporate it by reference into such filing.

The following graph depicts the total cumulative stockholder return on our Class A common stock from September 23,

2020 , the first day of trading of our Class A common stock on the Nasdaq Global Select Market, through December 31,

2024 , relative to the performance of the Nasdaq Composite Index and the two industries we intersect, namely, the Dow

Jones Internet Services Index and S&P 500 Healthcare Index.

The graph assumes an initial investment of $100 at the close

of trading on September 23, 2020 and that all dividends paid by companies included in these indices have been reinvested.

The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance.

1 unchanged sentence

On September 25, 2020 , we completed our IPO.

All shares sold were registered pursuant to a registration statement on Form S-1 (File No.

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

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 December 31, 2023, we estimated we had used approximately $281.4 million of the net proceeds from our IPO:

(i) $164.4 million for the acquisition of businesses that complement our business and (ii) $117.0 million for the repurchases of our Class A common stock.

As of December 31, 2023, we had $605.5 million of remaining net proceeds from our IPO which have been invested in investment grade, interest-bearing instruments.

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 December 31, 2024 , we estimated we had used approximatel y $586.4 million of the net

proceeds from our IPO:

(i) $164.4 million for the acquisition of businesses that complement our business;

(ii) $262.0 million

for the repurchases of our Class A common stock;

and (iii) $160.0 million for the repayment of our outstanding debt

As of December 31, 2024 , we had $300.5 million estimated remaining net proceeds from our IPO which have

been invested in investment grade, interest-bearing instruments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity