What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-06 · 223 added, 142 removed, 625 unchanged (37% of the section changed)

3 unchanged sentences

(in thousands, except par values)

June 30, 2025

September 30, 2025

December 31, 2024

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50,000 shares authorized and nil shares

issued and outstanding at June 30, 2025 and December 31, 2024

issued and outstanding at September 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

2,000,000 shares authorized,

99,902 and 105,946 shares issued and outstanding at June 30, 2025 and

December 31, 2024 , respectively;

1,000,000 shares authorized,

252,869 and 276,869 shares issued and outstanding at June 30, 2025 and

December 31, 2024

98,304 and 105,946 shares issued and outstanding at September 30, 2025

and December 31, 2024 , respectively;

1,000,000 shares

authorized, 242,869 and 276,869 shares issued and outstanding at

September 30, 2025 and December 31, 2024

Additional paid-in capital

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands, except for per share amounts)

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Other expense, net:

Other (expense) income

Loss on extinguishment of debt

Interest income

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$ ( 1,417,118 )

Stock options exercised

Stock-based compensation

Vesting and settlement of restricted stock

Common stock withheld related to net

share settlement

Repurchases of Class A common stock

Balance at September 30, 2025

$ ( 1,415,999 )

See accompanying notes to condensed consolidated financial statements.

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$ ( 1,451,718 )

Stock options exercised

Stock-based compensation

Vesting and settlement of restricted stock

Common stock withheld related to net

share settlement

Repurchases of Class A common stock

Balance at September 30, 2024

$ ( 1,447,753 )

See accompanying notes to condensed consolidated financial statements.

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Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

Cash flows from operating activities

Adjustments to reconcile net income to net cash provided by operating

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Loss on extinguishment of debt

Amortization of debt issuance costs and discounts

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Stock-based compensation expense

Deferred income taxes

Loss on operating lease asset

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Cash flows from financing activities

Proceeds from long-term debt

Payments on long-term debt

Payments of debt issuance costs

Repurchases of Class A common stock (1)

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Stock-based compensation included in capitalized software

Capitalized software included in accounts payable and accrued expenses and

other current liabilities

Capitalized software included in accounts payable and accrued expenses and other current liabilities

See accompanying notes to condensed consolidated financial statements.

_____________________________________________________

(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.

(1) Repurchases of Class A common stock for the nine months ended September 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 .

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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.

three and nine months ended September 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 nine months ended

September 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

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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.

$ 199.0 million and $ 405.0 million at September 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 .

For each of the three and nine months ended September 30,

2025 , no customer accounted for more than 10% of our revenue.

For the three months ended September 30, 2024 , no

customer accounted for more than 10% of our revenue.

For the nine months ended September 30, 2024 , two customers

each accounted for 10% of our revenue.

At September 30, 2025 and December 31, 2024 , no customer accounted for more

than 10% of our accounts receivable balance.

Equity Investments

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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 .

investments during the three and nine months ended September 30, 2025 and 2024 .

Equity investments included in other

assets on our condensed consolidated balance sheets were $ 15.0 million as of September 30, 2025 and December 31,

Impairment of Long-Lived Assets

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projected sublease income and a discount rate which incorporated the risk of achievement associated with the forecast.

otherwise have not recognized any impairment losses of our long-lived assets during the three and six months ended June

30, 2025 and 2024 .

otherwise have not recognized any impairment losses of our long-lived assets during the three and nine months ended

September 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

remaining life of current accounts receivable and/or current contract assets arising from transactions accounted for under

Topic 606, Revenue from Contracts with Customers .

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), which amends certain aspects of the

accounting for and disclosure of software costs under ASC 350-40.

The amendments in this ASU, amongst other things,

eliminate accounting considerations of software development stages and instead require entities to capitalize internal-use

software costs when management commits to funding the software project and it is probable the project will be completed

and will be used to perform the function intended.

This ASU will be effective for all entities for annual reporting periods

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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.

of this ASU is permitted and can be applied retrospectively , prospectively or on a modified prospective basis.

currently evaluating the impact of the adoption of this ASU on our consolidated financial statements.

In July 2025, the FASB issued 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.

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 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

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on our consolidated financial statement disclosures.

I n December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax

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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

We expect the adoption of this ASU will lead to additional income tax disclosures in our consolidated financial statements for

2025 and future annual periods.

The additional income tax disclosures are expected to include, but not limited to, additional

specified categories in the rate reconciliation in both percentage and dollar amounts with additional information for

reconciling items that meet a quantitative threshold, as well as disaggregation of income taxes paid by jurisdiction.

to apply the disclosure requirements on a retrospective basis upon adoption.

Business Combination

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(in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

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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 .

(2) Represents payments we make to third parties on behalf of, and reimbursable from, pharma manufacturers in

connection with our consumer affordability solutions, including consumer direct pricing.

(3) Other current assets were not material as of September 30, 2025 and December 31, 2024 .

Accrued Expenses and Other Current Liabilities

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(in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

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_____________________________________________________

(1) Represents amounts owed to third parties on behalf of, and reimbursable from, certain customers.

(1) Represents amounts owed to third parties on behalf of and, as applicable, reimbursable from, pharma

manufacturers in connection with our consumer affordability solutions, including consumer direct pricing.

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.

We expect substantially all of the deferred revenue at September 30, 2025 will be recognized

as revenue within the subsequent twelve months.

Of the $ 6.0 million of deferred revenue at December 31, 2024 , $ 0.5 million

and $ 5.2 million was recognized as revenue during the three and six months ended June 30, 2025 , respectively.

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 .

and $ 5.7 million was recognized as revenue during the three and nine months ended September 30, 2025 , respectively.

Revenue recognized during the three and nine months ended September 30, 2024 of $ 0.5 million and $ 6.9 million ,

respectively, was included as deferred revenue at December 31, 2023 .

We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to

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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.

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.

The effective income tax rate for the three months ended September 30, 2025 and 2024 was 81.7 % and 51.1 % ,

respectively.

The effective income tax rate for the nine months ended September 30, 2025 and 2024 was 40.9 % and 51.9 % ,

respectively.

The primary differences between our effective income tax rates and the federal statutory tax rate for the three

and nine months ended September 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.

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The OBBBA contains several changes to corporate

taxation including modifications to capitalization of research and development expenses, limitations on deductions for

taxation including, but not limited 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

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 .

The effect of changes in tax rates and laws is recognized in the

period of enactment.

We completed an initial assessment of t he impact from the OBBBA and recorded the estimated effects

to our income tax expense for three and nine months ended September 30, 2025 .

S pecifically, the estimated effects were

principally a timing difference between current and deferred taxes and therefore an adjustment to our net deferred tax assets

and net income taxes payable was recorded .

We do not currently expect the OBBBA to have a material impact on our 2025

effective income tax rate .

Our First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provides for (i) a $ 500.0 million

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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

As of September 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 September 30, 2025 and 2024 was 8.70 % and

9.60 % , 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 .

The effective interest rate on our term loans for the nine months ended September 30, 2025 and 2024

was 8.61 % and 9.04 % , respectively.

We had no borrowings against the Revolving Credit Facility as of September 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

September 30, 2025 and December 31, 2024 , respectively, which reduce our available borrowings under the Revolving

Credit Facility.

Our debt balance is as follows:

(in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

1 unchanged sentence

Unamortized debt issuance costs and discounts

The estimated fair value of our debt approximated its carrying value as of June 30, 2025 and December 31, 2024 ,

The estimated fair value of our debt approximated its carrying value as of September 30, 2025 and December 31, 2024 ,

based on inputs categorized as Level 2 in the fair value hierarchy.

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nonfinancial covenants under the Credit Agreement.

At June 30, 2025 , we were in compliance with our covenants under the

Credit Agreement.

At September 30, 2025 , we were in compliance with our covenants

under the Credit Agreement.

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-

Aside from the below, as of September 30, 2025 , 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.

On April 16, 2025, we entered into a non-cancellable office lease agreement in New York, New York that extended the

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preliminary approval of the proposed settlement.

The proposed settlement is subject to final approval of the court.

of the class have the opportunity to opt-out of the class and commence their own actions.

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

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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.

for $ 25.0 million , subject to approval by the court.

On June 12, 2025, the court denied the motion for preliminary approval of

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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,

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.

other current liabilities on our consolidated balance sheet as of December 31, 2024, and remained accrued as of September

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.

Additionally, in the third quarter of 2025, we estimated a probable loss of $ 5.5 million

relating to the indemnification of certain parties named in the class action lawsuits .

We have accrued this estimated probable

loss within accrued expenses and other current liabilities on our condensed consolidated balance sheet as of September 30,

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 estimates .

Securities class action & derivative lawsuits - On April 22, 2024, Lisa Marie Barsuli, individually and on behalf of all

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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

Specifically, the statute provides that each discount card must “expressly provide in bold and prominent type that the

discounts are not insurance.” Ark.

Plaintiffs in the securities class action did not file an amended complain t .

After the court dismissed the

securities class action litigation, the derivative plaintiffs dismissed their claims without prejudice.

Consumer state litigations - On May 28, 2024, The Bert and Annette Mullens Foundation ("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.

§ 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.

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.

§ 4-106-201(2).

The plaintiff alleges that our cards did not comply with these requirements, and sought an injunction and

statutory damages.

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,

2025, 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.

On May 13, 2025, the plaintiff moved for partial

summary judgment, which we and the Arkansas Attorney General opposed.

Separately, on September 24, 2025, the State of

Arkansas, ex rel.

Tim Griffin, Attorney General, filed suit in Faulkner County, Arkansas alleging the same violations of Ark.

§ 4-106-201 et seq.

as the Mullens Foundation in addition to violations of the Arkansas Deceptive Trade

Practices Act ("ADTPA").

On September 25, 2025, the Circuit Court of Faulkner County entered a Consent Judgment

through which the plaintiff, acting parens patriae for the people of Arkansas, released us from any and all claims and

remedies available or potentially available under the ADTPA and the discount card statute, Ark.

§§ 4-106-201 et

for GoodRx discount cards sold, marketed, promoted, advertised, or otherwise distributed in Arkansas from January 1,

2022 until the effective date of the agreement.

As part of the Consent Judgment we also agreed to pay an immaterial

monetary relief.

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.

§ 325F.784, subd.

The plaintiff alleges that our cards do not comply with these requirements and also seeks an injunction and statutory

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.

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;

granted the motion to dismiss.

Discovery has been completed in Minnesota.

On October 10, 2025, we moved for summary

judgment and plaintiff moved for partial summary judgment.

We intend to vigorously defend against the claims asserted in the Mullens Foundation matter and the Minnesota

Teamsters Service Bureau matters as we believe we have meritorious defenses to such claims.

While it is reasonably

possible a loss may have been incurred, we have not accrued a loss as a loss is not probable and we are unable to estimate

a loss or range of loss.

These pending proceedings involve complex questions of fact and law and may require the expenditure of significant

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Such matters are subject to many uncertainties and outcomes are not predictable with assurance.

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

Accruals for loss contingencies are recognized when a loss is probable, and the amount of such loss can be

reasonably estimated.

not accrued for a material 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.

Accrued Expenses and Other Current Liabilities" for additional information.

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Contingencies.

For the three and six months ended June 30, 2025 and 2024 , revenue comprised the following:

For the three and nine months ended September 30, 2025 and 2024 , revenue comprised the following:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands)

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Repurchased shares are subsequently retired and returned to the status of authorized but unissued.

June 30, 2025 , we had $ 143.0 million available for future repurchases of our Class A common stock under the new stock

repurchase program.

September 30, 2025 , we had $ 81.4 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

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands)

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Cost of shares repurchased

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(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.

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:

The computation of earnings per share for the three and nine months ended September 30, 2025 and 2024 is as

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands, except per share amounts)

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands)

Stock options and restricted stock units

Subsequent Event

On October 16, 2025, we acquired substantially all of the assets and assumed certain liabilities of ScriptDrop, Inc., a

prescription delivery technology platform fo r $ 13.5 million in cash, subject to customary adjustments .

The acquisition is

expected to expand our business capabilities, particularly our prescription transactions offering by enhancing our

prescription delivery solutions and improving consumer's end-to-end experience.

The determination of the fair values of the

acquired assets and assumed liabilities is incomplete due to the recent date of the acquisition.

The results of operations of

the acquired business will be included in our consolidated results beginning from the date of acquisition .

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-Q

Item 1. Financial Statements