GoodRx Holdings, Inc. 10-Q

Item 1. Financial Statements GoodRx Holdings, Inc. Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except par values) June 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 281,318 $ 448,346 Accounts receivable, net 189,027 145,934 Prepaid expenses and other current assets 80,269 64,975 Total current assets 550,614 659,255 Property and equipment, net 10,732 12,664 Goodwill 421,719 410,769 Intangible assets, net 65,566 52,102 Capitalized software, net 138,287 124,781 Operating lease right-of-use assets, net 30,692 27,794 Deferred tax assets, net 77,182 77,182 Other assets 23,914 23,520 Total assets $ 1,318,706 $ 1,388,067 Liabilities and stockholders' equity Current liabilities Accounts payable $ 25,411 $ 14,137 Accrued expenses and other current liabilities 95,677 99,130 Current portion of debt 5,000 5,000 Operating lease liabilities, current 4,821 5,636 Total current liabilities 130,909 123,903 Debt, net 484,972 486,711 Operating lease liabilities, net of current portion 52,745 46,040 Other liabilities 7,049 6,755 Total liabilities 675,675 663,409 Commitments and contingencies (Note 8) Stockholders' equity Preferred stock, $ 0.0001 par value; 50,000 shares authorized and nil shares issued and outstanding at June 30, 2025 and December 31, 2024 — — Common stock, $ 0.0001 par value; Class A: 2,000,000 shares authorized, 99,902 and 105,946 shares issued and outstanding at June 30, 2025 and December 31, 2024 , respectively; and Class B: 1,000,000 shares authorized, 252,869 and 276,869 shares issued and outstanding at June 30, 2025 and December 31, 2024 35 38 Additional paid-in capital 2,060,114 2,165,633 Accumulated deficit ( 1,417,118 ) ( 1,441,013 ) Total stockholders' equity 643,031 724,658 Total liabilities and stockholders' equity $ 1,318,706 $ 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 June 30, Six Months Ended June 30, (in thousands, except for per share amounts) 2025 2024 2025 2024 Revenue $ 203,070 $ 200,610 $ 406,040 $ 398,490 Costs and operating expenses: Cost of revenue, exclusive of depreciation and amortization presented separately below 13,350 11,870 26,714 24,338 Product development and technology 29,933 30,854 61,075 61,871 Sales and marketing 84,870 93,454 169,412 183,418 General and administrative 28,379 27,589 58,009 68,697 Depreciation and amortization 19,729 16,965 40,641 32,907 Total costs and operating expenses 176,261 180,732 355,851 371,231 Operating income 26,809 19,878 50,189 27,259 Other expense, net: Other income 694 — 694 — Interest income 2,803 6,334 6,735 13,889 Interest expense ( 10,729 ) ( 14,566 ) ( 21,373 ) ( 29,209 ) Total other expense, net ( 7,232 ) ( 8,232 ) ( 13,944 ) ( 15,320 ) Income before income taxes 19,577 11,646 36,245 11,939 Income tax expense ( 6,734 ) ( 4,952 ) ( 12,350 ) ( 6,254 ) Net income $ 12,843 $ 6,694 $ 23,895 $ 5,685 Earnings per share: Basic $ 0.04 $ 0.02 $ 0.06 $ 0.01 Diluted $ 0.04 $ 0.02 $ 0.06 $ 0.01 Weighted average shares used in computing earnings per share: Basic 356,623 376,254 367,847 386,153 Diluted 357,159 384,732 368,345 393,620 Stock-based compensation included in costs and operating expenses: Cost of revenue $ 122 $ 64 $ 222 $ 140 Product development and technology 6,323 6,259 11,993 12,107 Sales and marketing 5,929 9,396 11,811 17,523 General and administrative 9,041 10,871 16,563 21,916 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 Stock options exercised 2 — 1 — 1 Stock-based compensation — — 25,880 — 25,880 Vesting and settlement of restricted stock units 3,014 — — — — Common stock withheld related to net share settlement ( 1,056 ) — ( 4,548 ) — ( 4,548 ) Repurchases of Class A common stock ( 10,224 ) ( 1 ) ( 46,351 ) — ( 46,352 ) Issuance of common stock through employee stock purchase plan 222 — 860 — 860 Net income — — — 12,843 12,843 Balance at June 30, 2025 352,771 $ 35 $ 2,060,114 $ ( 1,417,118 ) $ 643,031 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 Stock options exercised 1,454 — 8,947 — 8,947 Stock-based compensation — — 30,885 — 30,885 Vesting and settlement of restricted stock units 3,262 — — — — Common stock withheld related to net share settlement ( 1,231 ) — ( 9,343 ) — ( 9,343 ) Repurchases of Class A common stock — — 290 — 290 Issuance of common stock through employee stock purchase plan 179 — 857 — 857 Net income — — — 6,694 6,694 Balance at June 30, 2024 378,607 $ 38 $ 2,121,079 $ ( 1,451,718 ) $ 669,399 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. 5 Table of Contents GoodRx Holdings, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, (in thousands) 2025 2024 Cash flows from operating activities Net income $ 23,895 $ 5,685 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 40,641 32,907 Amortization of debt issuance costs and discounts 869 1,663 Non-cash operating lease expense 2,065 1,930 Stock-based compensation expense 40,589 51,686 Loss on operating lease asset 4,409 — Other 456 — Changes in operating assets and liabilities: Accounts receivable ( 43,093 ) ( 18,166 ) Prepaid expenses and other assets ( 15,796 ) ( 5,981 ) Accounts payable 11,086 ( 18,017 ) Accrued expenses and other current liabilities ( 3,235 ) 1,973 Operating lease liabilities ( 3,187 ) ( 1,770 ) Other liabilities 294 377 Net cash provided by operating activities 58,993 52,287 Cash flows from investing activities Purchase of property and equipment ( 532 ) ( 675 ) Acquisition ( 30,000 ) — Capitalized software ( 39,659 ) ( 37,169 ) Net cash used in investing activities ( 70,191 ) ( 37,844 ) Cash flows from financing activities Payments on long-term debt ( 2,500 ) ( 5,273 ) Repurchases of Class A common stock (1) ( 145,888 ) ( 153,226 ) Proceeds from exercise of stock options 3 11,772 Employee taxes paid related to net share settlement of equity awards ( 8,305 ) ( 15,966 ) Proceeds from employee stock purchase plan 860 857 Net cash used in financing activities ( 155,830 ) ( 161,836 ) Net change in cash and cash equivalents ( 167,028 ) ( 147,393 ) Cash and cash equivalents Beginning of period 448,346 672,296 End of period $ 281,318 $ 524,903 Supplemental disclosure of cash flow information Non cash investing and financing activities: Right-of-use assets obtained in exchange for operating lease liabilities $ 9,098 $ 1,894 Stock-based compensation included in capitalized software 8,603 8,090 Capitalized software included in accounts payable and accrued expenses and other current liabilities 6,645 4,628 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents _____________________________________________________ (1) Repurchases of Class A common stock for the six months ended June 30, 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. 7 Table of Contents 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 and six months ended June 30, 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 and six months ended June 30, 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, 8 Table of Contents 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 $ 261.0 million and $ 405.0 million at June 30, 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 each of the three and six months ended June 30, 2025 , one customer accounted for 12 % of our revenue. For each of the three and six months ended June 30, 2024 , one customer accounted for 11 % of our revenue. At June 30, 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 and six months ended June 30, 2025 and 2024 . Equity investments included in other assets on our condensed consolidated balance sheets were $ 15.0 million as of June 30, 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. We otherwise have not recognized any impairment losses of our long-lived assets during the three and six months ended June 30, 2025 and 2024 . Recent Accounting Pronouncements In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not-For-Profit Entities. This ASU amends ASC 326-20 in part to provide a practical expedient election to assume that current conditions as of the balance sheet date do not change for the 9 Table of Contents remaining life of current accounts receivable and/or current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers . This ASU will be effective for all entities for annual reporting periods beginning after December 15, 2025, and for interim reporting periods within those annual reporting periods. Early adoption of this ASU is permitted and should be applied prospectively. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In November 2024, the FASB issued 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 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. I n 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 this pronouncement will lead to additional income tax disclosures in our consolidated financial statements for 2025 and future annual periods. We plan to apply the disclosure requirements on a retrospective basis upon adoption . 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 . 4 . Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (in thousands) June 30, 2025 December 31, 2024 Insurance recovery receivable (1) $ 11,900 $ 14,900 Income taxes receivable 1,379 — Reimbursable third-party payments (2) 38,971 22,944 Other prepaid expenses and other current assets (3) 28,019 27,131 Total prepaid expenses and other current assets $ 80,269 $ 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 materia l as of June 30, 2025 and December 31, 2024 . 10 Table of Contents 5 . Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: (in thousands) June 30, 2025 December 31, 2024 Accrued bonus and other payroll related $ 20,749 $ 28,260 Accrued legal settlement 25,355 25,000 Accrued marketing 13,245 14,311 Income taxes payable 11,874 1,457 Reimbursable liabilities (1) 6,978 15,798 Deferred revenue 6,076 6,036 Other accrued expenses 11,400 8,268 Total accrued expenses and other current liabilities $ 95,677 $ 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 June 30, 2025 will be recognized as revenue within the subsequent twelve months. Of the $ 6.0 million of deferred revenue at December 31, 2024 , $ 0.9 million and $ 5.2 million was recognized as revenue during the three and six months ended June 30, 2025 , respectively. Revenue recognized during the three and six months ended June 30, 2024 of $ 1.0 million and $ 6.4 million , respectively, 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 June 30, 2025 and 2024 was 34.4 % and 42.5 % , respectively. The effective income tax rate for the six months ended June 30, 2025 and 2024 was 34.1 % and 52.4 % , respectively. The primary differences between our effective income tax rates and the federal statutory tax rate for the three and six months ended June 30, 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. On July 4, 2025, H.R. 1, titled "A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 14," commonly referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. We are currently evaluating the provisions of the OBBBA and the effects on our consolidated financial statements . The effects of changes in tax rates and laws are recognized in the period of enactment. As the OBBBA was signed into law after the close of our second fiscal quarter, the impacts are not included in our condensed consolidated financial statements for the three and six months ended June 30, 2025 and will be included in our condensed consolidated financial statements for the three and nine months ending September 30, 2025 . 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 matured on July 11, 2025 and the remaining $ 88.0 million will mature on April 10, 2029 . As of June 30, 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 June 30, 2025 and 2024 was 8.60 % and 8.75 % , respectively. The effective interest rate on our term loans for the six months ended June 30, 2025 and 2024 was 8.56 % and 8.76 % , respectively. We had no borrowings against the Revolving Credit Facility as of June 30, 2025 and December 31, 2024 . We had outstanding letters of credit issued against the Revolving Credit Facility for $ 7.8 million and $ 8.3 million as of June 30, 2025 and December 31, 2024 , respectively, which reduce our available borrowings under the Revolving Credit Facility. 11 Table of Contents Our debt balance is as follows: (in thousands) June 30, 2025 December 31, 2024 Principal balance under 2024 Term Loan Facility $ 497,500 $ 500,000 Less: Unamortized debt issuance costs and discounts ( 7,528 ) ( 8,289 ) $ 489,972 $ 491,711 The estimated fair value of our debt approximated its carrying value as of June 30, 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 Revolving Credit Facility exceed a specified percentage of commitments under the Revolving Credit Facility, and other nonfinancial covenants under the Credit Agreement. At June 30, 2025 , we were in compliance with our covenants under the Credit Agreement. 8 . Commitments and Contingencies As of June 30, 2025 , apart from the lease agreement discussed below, 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. Leases 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 . Legal Contingencies 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 12 Table of Contents 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 , s ubject to approval by the court. On June 12, 2025, the court denied the motion for preliminary approval of the settlement with prejudice, with leave for the plaintiffs to refile with additional information requested by the court. 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 June 30, 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 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. On May 9, 2025, 13 Table of Contents the Arkansas Attorney General moved to intervene in the case. On May 13, 2025, the plaintiff moved for partial summary judgment, which we and the Arkansas Attorney General opposed. 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. On June 10, 2025 , the plaintiff moved to dismiss some of our counterclaims. 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 the securities class action and derivative 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. Relating to the consumer state litigations, the estimated probable loss as of June 30, 2025 was not material and represents our best judgment based on the information currently available to us. 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 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 and six months ended June 30, 2025 and 2024 , revenue comprised the following: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Prescription transactions revenue $ 143,064 $ 146,748 $ 291,987 $ 292,143 Subscription revenue 20,463 21,953 41,480 44,554 Pharma manufacturer solutions revenue 34,981 26,504 63,629 51,013 Other revenue 4,562 5,405 8,944 10,780 Total revenue $ 203,070 $ 200,610 $ 406,040 $ 398,490 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 14 Table of Contents 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 June 30, 2025 , we had $ 143.0 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. In March 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: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Number of shares repurchased 10,224 — 33,564 21,329 Cost of shares repurchased (1) $ 46,352 $ ( 290 ) $ 147,272 $ 154,524 _____________________________________________________ (1) Cost of shares repurchased for the three months ended June 30, 2024 represents a change to the estimated excise taxes associated with past repurchases of our Class A common stock. 11 . Basic and Diluted Earnings Per Share The computation of earnings per share for the three and six months ended June 30, 2025 and 2024 is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share amounts) 2025 2024 2025 2024 Numerator: Net income $ 12,843 $ 6,694 $ 23,895 $ 5,685 Denominator: Weighted average shares - basic 356,623 376,254 367,847 386,153 Dilutive impact of stock options and restricted stock units 536 8,478 498 7,467 Weighted average shares - diluted 357,159 384,732 368,345 393,620 Earnings per share: 15 Table of Contents Basic $ 0.04 $ 0.02 $ 0.06 $ 0.01 Diluted $ 0.04 $ 0.02 $ 0.06 $ 0.01 The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings per share for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Stock options and restricted stock units 57,042 16,164 49,102 18,974 16 Table of Contents