What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-04 compared with 2025-08-06 · 166 added, 123 removed, 338 unchanged (46% of the section changed)

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GoodRx Gold (“ Gold ”), Kroger Rx Savings Club powered by GoodRx (“ Kroger Savings ”) which sunset in July

2024, and condition-specific related subscriptions which launched in June 2025.

References to subscription

plans as of a particular date represents an active subscription to either one of our aforementioned subscription

offerings as of the specified date.

For Gold and Kroger Savings, each subscription plan may represent more

than one subscriber since family subscription plans may include multiple members.

2024, condition-specific related subscription programs which first launched in June 2025, and RxSmartSaver+

References to subscription plans as of

a particular date represents an active subscription to any one of our aforementioned subscription offerings as

of the specified date.

For Gold, Kroger Savings, and RxSmartSaver+, each subscription plan may represent

more than one subscriber since family subscription plans may include multiple members.

Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been

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For example, in the second quarter of 2025,

we announced the launch of our first condition-specific subscription program for erectile dysfunction, which offers consumers

a single solution for comprehensive care by bundling the clinician visit, prescription (if deemed medically appropriate by the

treating healthcare provider), and related delivery for a single total subscription price, which we plan to expand into

additional conditions before the end of 2025.

we announced the launch of our first condition-specific subscription program for erectile dysfunction, and in October 2025

expanded into hair loss.

These condition-specific subscription programs offer consumers a single solution for comprehensive

care by bundling the clinician visit, prescription (if deemed medically appropriate by the treating healthcare provider), and

related delivery for a single total subscription price.

We plan to continue to expand into additional conditions before the end

In the third quarter of 2025, we also continued to grow our consumer direct pricing and announced a collaboration

with a pharmaceutical manufacturer to offer eligible patients nationwide two of the most in-demand GLP-1 medications at a

significantly lower cash price through our platform.

With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our

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determinations.

Further, c opays on prescription medication have continued to trend upward in recent years and we believe

as insurance providers and government programs continue to shift the cost burden more and more to consumers,

consumers are now more than ever searching for sustainable and affordable healthcare solutions which we believe

strengthens our value proposition.

Further, copays on prescription medication have continued to trend upward in recent years and we believe

as insurance providers and government programs continue to shift the cost burden more to consumers, including through

changes to Affordable Care Act marketplace subsidies, consumers are now more than ever searching for sustainable and

affordable healthcare solutions which we believe strengthens our value proposition .

Separately, certain major drug

producers and manufacturers are in negotiations with the current Presidential administration to receive relief from the

potential imposition of a 100% tariff on any branded or patented pharmaceutical product produced outside of the United

As a result of these negotiations, certain manufacturers have announced their participation in a new government

sponsored direct-to-consumer platform called “TrumpRx.gov,” designed to offer consumers discounts on their products and

some specialty brands.

Details regarding this government sponsored platform, as well as any potential impact on our

business , offerings or results of operations , are unclear at this time but may be significant.

We are actively engaged with the

administration, helping to inform policy efforts that expand access and affordability for all American s .

With the introduction of

these federal initiatives, including the renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward

greater transparency and direct-to-consumer access.

For us, this evolution is both an opportunity and a clear validation of

Conversely, we have seen rapid changes in the U.S.

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Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process.

C onsequently, we have seen several PBMs remove Rite Aid from their networks, causing immediate cessation in the

associated claims volume, as well as r apid store closures , which altogether have adversely impacted our ability to recapture

these claims in the near term.

As an extension of the changing retail pharmacy landscape, we have seen and continue to

expect heightened renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a

result of the pharmacies' increased focus on rationalizing their spending.

Furthermore, we saw a material volume reduction

in one of our integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience

at the pharmacy counter for eligible plan members served by certain PBM partners.

Integrated savings programs are

operated through PBMs who decide how to implement and manage these programs.

Combined, t hese external factors have

Consequently, we saw several PBMs remove Rite Aid from their networks , causing immediate cessation in the associated

claims volume, as well as rapid store closures, which altogether adversely impacted our ability to recapture these claims in

the near term.

As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened

renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the

pharmacies' increased focus on rationalizing their spending.

Furthermore, we saw a material volume reduction in one of our

integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience at the

pharmacy counter for eligible plan members served by certain PBM partners.

Integrated savings programs are operated

through PBMs who decide how to implement and manage these programs.

Combined, these external factors have

adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers that we expect

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Despite these near term challenges, we continue to believe that we are well positioned to grow our business over the

For the three months ended June 30, 2025 as compared to the same period of 2024 :

For the three months ended September 30, 2025 as compared to the same period of 2024 :

• Revenue increased to $196.0 million from $195.3 million ;

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million and 33.3% , respectively.

For the six months ended June 30, 2025 as compared to the same period of 2024 :

For the nine months ended September 30, 2025 as compared to the same period of 2024 :

• Revenue increased to $602.1 million from $593.7 million ;

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Metrics—Non-GAAP Financial Measures" below.

Recent Development

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

prescription delivery technology platform for $13.5 million in cash.

See Note 12 to our condensed consolidated financial

statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

Key Financial and Operating Metrics

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We believe these operating metrics reflect our scale, growth and engagement with

We exited the second quarter of 2025 with over 6 million prescription-related consumers that used GoodRx across our

As our business continues to evolve, we are reassessing the Monthly Active Consumers metric as a primary

indicator of performance to ensure it aligns with how we measure growth and profitability .

We exited the third quarter of 2025 with over 6 million prescription-related consumers that used GoodRx across our

prescription transactions and subscription offerings.

Our prescription-related consumers represent the sum of Monthly Active

Consumers for the three months ended June 30, 2025 and subscribers to our subscription plans as of June 30, 2025 .

Consumers for the three months ended September 30, 2025 and subscribers to our subscription plans as of September 30,

Monthly Active Consumers

The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers in the second

quarter of 2025 and are expected to contribute to the year-over-year decline in Monthly Active Consumers in the near term.

The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers beginning in

the second quarter of 2025 and are expected to contribute to the year-over-year decline in Monthly Active Consumers in the

Three Months Ended

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September 30,

Monthly Active Consumers

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September 30,

Subscription plans

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or future underlying performance of the business.

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

was equal to Adjusted Revenue.

For the three and nine months ended September 30, 2025 and 2024,

revenue was equal to Adjusted Revenue.

We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and

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income or expense, net.

These excluded items are either non-cash charges or such that we believe do not represent our

underlying core operating performance and that their exclusion provides investors with a better understanding of the factors

and trends affecting our business.

Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of Adjusted

These excluded items are either non-cash charges or such that we believe they do not represent

our underlying core operating performance and that their exclusion provides investors with a better understanding of the

factors and trends affecting our business.

Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of

Adjusted Revenue.

Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

(dollars in thousands)

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Depreciation and amortization

Other expense (income)

Loss on extinguishment of debt

Financing related expenses (1)

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technology and certain capitalized software.

(4) Legal settlement expenses consist of periodic settlement costs for significant or unu sual litigation matters.

(4) Legal settlement expenses consist of periodic settlement costs for significant or unusual litigation matters.

(5) Loss on operating lease asset represents losses incurred from time to time relating to the impairment or

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Results of Operations

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

The following table sets forth our results of operations for the three months ended June 30, 2025 and 2024 :

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following table sets forth our results of operations for the three months ended September 30, 2025 and 2024 :

(dollars in thousands)

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Other expense, net:

Other expense

Loss on extinguishment of debt

Interest income

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All of our revenue has been generated in the United States.

Prescription transactions revenue decreased $3.7 million , or 3% , year-over-year, primarily driven by a 14% decrease in

the number of our Monthly Active Consumers, d ue to t he broader changes in the retail pharmacy landscape including store

closures and volume reduction in one of our integrated savings programs as discussed above, partially offset by improved

unit economics related to contracting with certain of our customers and partners and favorable changes in sales mix.

acquisition of VCRx (see Note 3 to our condensed consolidated financial statements included elsewhere in this Quarterly

Report on Form 10-Q) did not materially contribute to the year-over-year changes in prescription transactions revenue and

Monthly Active Consumers.

Prescription transactions revenue decreased $13.1 million , or 9% , year-over-year, primarily driven by a decrease in the

number of our Monthly Active Consumers (see section titled “Key Financial and Operating Metrics" above), due to the

broader changes in the retail pharmacy landscape including store closures and volume reduction in one of our integrated

savings programs as discussed above , partially offset by improved unit economics related to contracting with certain of our

customers and partners and favorable changes in sales mix.

Our acquisition of VCRx (see Note 3 to our condensed

consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) did not materially contribute to

the year-over-year changes in prescription transactions revenue and Monthly Active Consumers.

Subscription revenue decreased $0.6 million , or 3% , year-over-year, primarily driven by a decrease in the number of

subscription plans with 668 thousand subscription plans as of June 30, 2025 compared to 696 thousand as of June 30,

Pharma manufacturer solutions revenue increased $8.5 million , or 32% , year-over-year, driven by organic growth as we

continued to expand our market penetration with pharma manufacturers and other customers.

subscription plans with 671 thousand subscription plans as of September 30, 2025 compared to 701 thousand as of

September 30, 2024 .

Pharma manufacturer solutions revenue increased $15.2 million , or 54% , year-over-year, driven by organic growth as

we continued to expand our market penetration with pharma manufacturers and other customers.

We expect pharma

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Cost of revenue, exclusive of depreciation and amortization

Cost of revenue increased $1.5 million , or 12% , year-over-year, primarily driven by a $1.7 million increase in processing

Cost of revenue increased $1.7 million , or 15% , year-over-year, primarily driven by an increase in processing fees .

Product development and technology

Product development and technology expenses remained relatively flat year-over-year, primarily driven by a decrease in

payroll and related costs largely due to lower average headcount and higher c apitalization of such costs related to the

development of internal-use software, partially offset by an increase in third-party services and contractors associated with

non-capitalizable product development activities.

Product development and technology expenses remained relatively flat year-over-year.

Sales and marketing

Sales and marketing expenses decreased $6.3 million , or 7% , year-over-year, primarily driven by a $5.3 million

decrease in advertising expenses, a $2.6 million decrease in third-party marketing expenses, and a $2.1 million decrease in

payroll and related expenses largely due to lower stock-based compensation expense as a result of changes in our

employee composition.

decrease in stock-based compensation expense largely as a result of changes in our employee composition and a $2.7

million decrease in third-party marketing expenses.

General and administrative

General and administrative expenses remained relatively flat year-over-year, primarily driven by a decrease in stock-

based compensation expense related to awards granted to our Co-Founders in 2020 that fully vested by the end of 2024,

partially offset by an increase in professional fees .

General and administrative expenses increased $6.4 million , or 25% , year-over-year, primarily driven by a $5.5 million

estimated probable loss with respect to an ongoing class action litigation recognized in the third quarter of 2025.

Depreciation and amortization

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of new products and features.

Other Expense

We recognized other expense of $2.7 million in the third quarter of 2024 related to third-party transaction costs as a

result of our debt refinancing in July 2024.

Loss on Extinguishment of Debt

We recognized a loss on extinguishment of debt of $2.1 million in the third quarter of 2024 related to the write-off of a

portion of existing unamortized debt issuance costs and discounts as a result of our debt refinancing in July 2024.

Interest Income

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lower interest rates.

For the three months ended June 30, 2025 and 2024 , we had income tax expense of $6.7 million and $5.0 million ,

respectively, and an effective income tax rate of 34.4% and 42.5% , respectively.

The year-over-year increase in income tax

expense was primarily driven by an increase in income before income taxes and the tax effects from our equity awards,

partially offset by a decrease in the estimated annual effective income tax rate.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

The following table sets forth our results of operations for the six months ended June 30, 2025 and 2024 :

For the three months ended September 30, 2025 and 2024 , we had income tax expense of $5.0 million and $4.1

million , respectively, and an effective income tax rate of 81.7% and 51.1% , respectively.

The year-over-year increase in

income tax expense was primarily driven by an increase in the tax effects from our equity awards partially offset by a

decrease in income before income taxes.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following table sets forth our results of operations for the nine months ended September 30, 2025 and 2024 :

(dollars in thousands)

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Other expense, net:

Other income (expense)

Loss on extinguishment of debt

Interest income

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Income tax expense

Prescription transactions revenue remained relatively flat year-over-year, primarily driven by a 9% decrease in the

number of our Monthly Active Consumers , due to the broader changes in the retail pharmacy landscape including store

closures and volume reduction in one of our integrated savings programs as discussed above, substantially offset by

improved unit economics related to contracting with certain of our customers and partners and favorable changes in sales

Our acquisition of VCRx (see Note 3 to our condensed consolidated financial statements included elsewhere in this

Quarterly Report on Form 10-Q) did not materially contribute to the year-over-year changes in prescription transactions

revenue and Monthly Active Consumers.

The year-over-year changes in subscription revenue and pharma manufacturer solutions revenue were driven by the

same factors described above for the three months ended June 30, 2025 compared to the same period of 2024 .

For expected revenue trends, see our discussion and analysis above for the three months ended June 30, 2025

The year-over-year changes in prescription transactions revenue, subscription revenue, and pharma manufacturer

solutions revenue were driven by the same factors described above for the three months ended September 30, 2025

compared to the same period of 2024 .

For expected revenue trends, see our discussion and analysis above for the three months ended September 30, 2025

compared to the same period of 2024 .

Costs and Operating Expenses

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Product development and technology

Product development and technology expenses remained relatively flat year-over-year, primarily driven by the same

factors described above for the three months ended June 30, 2025 compared to the same period of 2024 .

Product development and technology expenses remained relatively flat year-over-year.

Sales and marketing

Sales and marketing expenses decreased $20.3 million , or 7% , year-over-year, primarily driven by a $11.0 million

decrease in advertising expenses , a $5.2 million decrease in third-party marketing expenses , and a $4.0 million decrease in

payroll and related expenses largely due to lower stock-based compensation expense as a result of changes in our

employee composition .

decrease in stock-based compensation expense largely as a result of changes in our employee composition, a $7.9 million

decrease in third-party marketing expenses, and a $5.8 million decrease in advertising expenses .

The impact from these

drivers was partially offset by a $4.8 million increase in other personnel related expenses.

General and administrative

General and administrative expenses decreased $10.7 million , or 16% , year-over-year, primarily driven by a net $13.0

million estimated legal settlement loss recognized in the first quarter of 2024 with respect to an ongoing class action litigation

and a $3.8 million decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020

that fully vested by the end of 2024.

The impact of these drivers was partially offset by a $4.4 million impairment loss related

to a leased office space we recognized in the first quarter of 2025 and a $1.5 million increase in professional fees.

General and administrative expenses decreased $4.3 million , or 5% , year-over-year, primarily driven by a $7.5 million

decrease in estimated legal settlement expense with respect to an ongoing class action litigation, and a $4.4 million

decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020 that fully vested by

the end of 2024.

The impact of these drivers was partially offset by a $4.4 million impairment loss related to a leased office

space we recognized in the first quarter of 2025 and a $2.4 million increase in professional fees.

Depreciation and amortization

Depreciation and amortization expenses increased $11.6 million , or 23% , year-over-year, primarily driven by the same

factors described above for the three months ended June 30, 2025 compared to the same period of 2024 .

Interest Income, Interest Expense and Income Taxes

The year-over-year changes in interest income, interest expense and income taxes were primarily driven by the same

factors described above for the three months ended June 30, 2025 compared to the same period of 2024 .

factors described above for the three months ended September 30, 2025 compared to the same period of 2024 .

Other Expense, Loss on Extinguishment of Debt, Interest Income and Interest Expense

The year-over-year changes in other expense, loss on extinguishment of debt, interest income and interest expense

were primarily driven by the same factors described above for the three months ended September 30, 2025 compared to the

same period of 2024 .

For the nine months ended September 30, 2025 and 2024 , we had income tax expense of $17.3 million and $10.4

million , respectively, and an effective income tax rate of 40.9% and 51.9% , respectively.

The year-over-year increase in

income tax expense was primarily driven by an increase in income before income taxes and the tax effects from our equity

awards, partially offset by a decrease in the estimated annual effective income tax rate.

Liquidity and Capital Resources

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issuances, and borrowings under our long-term debt arrangements.

As of June 30, 2025 , our principal sources of liquidity

are our cash and cash equivalents and borrowings available under our $100.0 million secured revolving credit facility, of

which $12.0 million matured on July 11, 2025 and $88.0 million will mature on April 10, 2029 .

As of June 30, 2025 , we had

cash and cash equivalents of $281.3 million and $92.2 million available under our revolving credit facility.

As of September 30, 2025 , our principal sources of

liquidity are our cash and cash equivalents and borrowings available under our $88.0 million secured revolving credit facility

that matures on April 10, 2029 .

As of September 30, 2025 , we had cash and cash equivalents of $273.5 million and $80.2

million available under our revolving credit facility.

Other than as disclosed in Note 8 to our condensed consolidated financial statements appearing elsewhere in this

Quarterly Report on Form 10-Q, a s of June 30, 2025 , there were no material changes to our primary short-term and long-

term requirements for liquidity and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's

Discussion and Analysis of Financial Condition and Results of Operations" of our 2024 10-K.

Quarterly Report on Form 10-Q, as of September 30, 2025 , there were no material changes to our primary short-term and

long-term requirements for liquidity and capital or to our contractual commitments as disclosed in Part II, Item 7,

"Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2024 10-K.

Based on our current conditions, we believe that our net cash provided by operating activities and cash on hand will be

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Based on these restrictions, all of the net assets of GoodRx, Inc.

restricted pursuant to the terms of our debt arrangements as of June 30, 2025 .

Since the restricted net assets of GoodRx,

and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, see Note 18 to our

consolidated financial statements included in our 2024 10-K for the condensed parent company financial information of

GoodRx Holdings, Inc.

Six Months Ended

restricted pursuant to the terms of our debt arrangements as of September 30, 2025 .

Since the restricted net assets of

and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, see Note

18 to our consolidated financial statements included in our 2024 10-K for the condensed parent company financial

information of GoodRx Holdings, Inc.

Nine Months Ended

September 30,

(in thousands)

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Net cash provided by operating activities

The $6.7 million year-over-year increase in net cash provided by operations was driven by a $19.1 million increase in

net income after adjusting for non-cash adjustments, partially offset by a $12.3 million increase in cash outflow from changes

in operating assets and liabilities.

Changes in operating assets and liabilities were principally driven by the timing of

payments of prepaid services and accounts payable, income tax payments and refunds, as well as collections of accounts

The $4.1 million year-over-year decrease in net cash provided by operations was driven by a $18.5 million increase in

net income after adjusting for non-cash adjustments, offset by a $22.6 million increase in cash outflow from changes in

operating assets and liabilities.

Changes in operating assets and liabilities were principally driven by the timing of payments

of prepaid services, accounts payable and accrued expenses, income tax payments and refunds, as well as collections of

accounts receivable.

Net cash used in investing activities

The $34.5 million year-over-year increase in net cash used in investing activities was primarily driven by a $30.0 million

increase in cash paid for the acquisition of a business.

increase in cash paid for the acquisition of a business and a $3.3 million increase in cash paid for software development.

Net cash used in financing activities

The $6.0 million year-over-year decrease in net cash used in financing activities was primarily driven by a $7.3 million

decrease in payments for repurchases of our Class A common stock, a $7.7 million decrease in employee taxes paid related

to net share settlement of equity awards, and a $2.8 million decrease in payments on our term loans as a result of our

refinancing in July 2024.

The impact from these drivers was partially offset by a $11.8 million decrease in proceeds from the

exercise of stock options.

The $112.3 million year-over-year decrease in net cash used in financing activities was primarily driven by a

$165.9 million decrease in payments on our term loans and debt issuance costs as a result of our refinancing in July 2024

and a $13.1 million decrease in employee taxes paid related to net share settlement of equity awards.

The impact from

these drivers was partially offset by a $48.3 million increase in payments for repurchases of our Class A common stock and

a $18.4 million decrease in proceeds from the exercise of stock options.

Recent Accounting Pronouncements

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Critical Accounting Policies and Estimates

During the three months ended June 30, 2025 , there have been no significant changes to our critical accounting policies

and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial

During the three months ended September 30, 2025 , there have been no significant changes to our critical accounting

policies and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” of our 2024 10-K.

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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 2. Management’s Discussion and Analysis