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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 1583 added, 814 removed, 520 unchanged (82% of the section changed)

1 unchanged sentence

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and

procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource

constraints and that management is required to apply judgment in evaluating the benefits of possible controls and

procedures relative to their costs.

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 Annual Report on Form 10-K, 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 December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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 Annual Report on Form 10-K, 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 December 31, 2024 , our disclosure controls and

procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we

file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in

SEC rules and forms, and that such information is accumulated and communicated to our management, including our

principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework set forth in Internal Control – Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Part IV, Item 15 of this Annual Report on Form 10-K.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as

defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting is designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial

statements for external purposes in accordance with GAAP.

Under the supervision and with the participation of our management, including our principal executive officer and

principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of

December 31, 2024 based on the framework set forth in Internal Control – Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework set forth in Internal Control – Integrated Framework (2013), our

management concluded that our internal control over financial reporting was effective as of December 31, 2024 .

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by

PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Part IV,

Item 15 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were 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 quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were 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 December 31, 2024 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

Other Information .

During the three months ended December 31, 2023, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted 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).

During the three months ended December 31, 2024 , other than as described below for Trevor Bezdek and Douglas

Hirsch, 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 (a "Rule 10b5-1 Trading Plan") or any "non-Rule 10b5-1 trading

arrangement" (as defined in Item 408(c) of Regulation S-K of the Exchange Act).

On December 16, 2024, Trevor Bezdek, our Co-Chairman and a director, and a grantor retained annuity trust, of which

Bezdek is the sole trustee and annuitant, early terminated their existing Rule 10b5-1 Trading Plan initially adopted on

June 7, 2024 for the sale of 5,391, 994 shares of our Class A common stock, that was otherwise expected to remain in effect

until the earlier of (i) June 6, 2025, (ii) the date on which all trades set forth in such plan had been executed, or (iii) such time

as it was otherwise terminated according to its terms .

On December 16, 2024, Douglas Hirsch, a director, and a grantor retained annuity trust, of which Mr.

Hirsch is the sole

trustee and annuitant, early terminated their existing Rule 10b5-1 Trading Plan initially adopted on June 7, 2024 for the sale

of 5,391, 994 shares of our Class A common stock, that was otherwise expected to remain in effect until the earlier of (i) June

6, 2025, (ii) the date on which all trades set forth in such plan had been executed, or (iii) such time as it was otherwise

terminated according to its terms .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

The following information with respect to our Board and executive officers is presented as of February 27, 2025 :

Name Age Position at GoodRx Principal Employment

Scott Wagner 53 Interim Chief Executive Officer Same

Karsten Voermann 54 Chief Financial Officer Same

Romin Nabiey 37 Chief Accounting Officer Same

Position at GoodRx

Principal Employment

Chief Executive Officer, President & Director

Christopher McGinnis

Chief Financial Officer & Treasurer

Chief Accounting Officer

Trevor Bezdek

46 Chairman & Director

Co-Chairman & Director

Christopher Adams

Partner at Francisco Partners

Management, L.P.

Chief Financial Officer of IQVIA Holdings

Public Company Director

Co-founder and Chief Executive Officer of

Francisco Partners Management, L.P.

Douglas Hirsch

53 Chief Mission Officer & Director

Christopher Adams 44 Director Partner at Francisco Partners Management, L.P.

Julie Bradley 55 Director Chief Executive Officer of RegimenMD, Inc.

Dipanjan Deb 54 Director Co-founder and Chief Executive Officer of Francisco Partners Management, L.P.

Adam Karol 48 Director Managing Director at Silver Lake

Chief Financial Officer of Willow Innovations

Stephen LeSieur 50 Director Managing Director at Spectrum Equity

Gregory Mondre 49 Director Co-Chief Executive Officer at Silver Lake

Agnes Rey-Giraud 59 Director Founder and Chairman of Acera Surgical Inc.

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023.

Chief Financial Officer of Willow

Gregory Mondre

Co-Chief Executive Officer of Silver Lake

Agnes Rey-Giraud

Founder and Chairman of Acera Surgical

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual