Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
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.
Holders
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.
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, 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 . 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 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,
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
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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.
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 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
obligations. 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.
Item 6. [Reserved.]
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