GoodRx Holdings, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8, “Financial Statements and Supplementary Data” included in our Annual Report on Form 10- K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission ("SEC") on February 27, 2025 (“ 2024 10-K”). This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the "Risk Factors" sections of our 2024 10-K and this Quarterly Report on Form 10-Q and other factors set forth in other parts of this Quarterly Report on Form 10-Q and our filings with the SEC. Glossary of Selected Terminology As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to: • “ we ,” “ us ,” “ our ,” the “ Company ,” “ GoodRx ,” and similar references refer to GoodRx Holdings, Inc. and its consolidated subsidiaries. • “ Co-Founders ” refers to Trevor Bezdek, our Co-Chairman and a director of the Company, and Douglas Hirsch, a director of the Company. • “ consumers ” refer to the general population in the United States that uses or otherwise purchases healthcare products and services. References to “ our consumers ” or “ GoodRx consumers ” refer to consumers that have used one or more of our offerings. • “ discounted price ” refers to a price for a prescription provided on our platform that represents a negotiated rate provided by one of our PBM partners at a retail pharmacy or under a direct contract with one of our partner pharmacies. Through our platform, our discounted prices are free to access for consumers by saving a GoodRx code to their mobile device for their selected prescription and presenting it at the chosen pharmacy. The term “discounted price” excludes prices we may otherwise source, such as prices from patient assistance programs for low-income individuals and Medicare prices, and any negotiated rates offered through our subscription offerings. • “ GoodRx code ” refers to codes that can be accessed by our consumers through our apps or websites or that can be provided to our consumers directly by healthcare professionals, including physicians and pharmacists, that allow our consumers free access to our discounted prices or a lower list price for their prescriptions when such code is presented at their chosen pharmacy. • “ Monthly Active Consumers ” refers to the number of unique consumers who have used a GoodRx code to purchase a prescription medication in a given calendar month and have saved money compared to the list price of the medication. A unique consumer who uses a GoodRx code more than once in a calendar month to purchase prescription medications is only counted as one Monthly Active Consumer in that month. A unique consumer who uses a GoodRx code in two or three calendar months within a quarter will be counted as a Monthly Active Consumer in each such month. Monthly Active Consumers do not include subscribers to our subscription offerings, consumers of our pharma manufacturer solutions offering, or consumers who used our telehealth offering. When presented for a period longer than a month, Monthly Active Consumers is averaged over the number of calendar months in such period. For example, a unique consumer who uses a GoodRx code twice in January, but who did not use our prescription transactions offering again in February or March, is counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly Active Consumers for such quarter (average of 1, 0 and 0). A unique consumer who uses a GoodRx code in January and in March, but did not use our prescription transactions offering in February, would be counted as 1 in January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such quarter. Effective January 1, 2025, Monthly Active Consumers from acquired companies are included beginning from the acquisition date. Prior to January 1, 2025, Monthly Active Consumers from acquired companies were only included beginning in the first full quarter following the acquisition. • " partner pharmacies " refers to select licensed pharmacies with whom we have direct contractual agreements. • “ PBM ” refers to a pharmacy benefit manager. PBMs aggregate demand to negotiate prescription medication prices with pharmacies and pharma manufacturers. PBMs find most of their demand through relationships with insurance companies and employers. However, nearly all PBMs also have consumer direct or cash network pricing that they negotiate with pharmacies for consumers who choose to purchase prescriptions outside of insurance. • “ pharma ” is an abbreviation for pharmaceutical. • “ savings, ” “ saved ” and similar references refer to the difference between the list price for a particular prescription at a particular pharmacy and the price paid by the GoodRx consumer for that prescription utilizing 16 Table of Contents a GoodRx code available through our platform at that same pharmacy. In certain circumstances, we may show a list price on our platform when such list price is lower than the negotiated price available using a GoodRx code and, in certain circumstances, a consumer may use a GoodRx code and pay the list price at a pharmacy if such list price is lower than the negotiated price available using a GoodRx code. We do not earn revenue from such transactions, but our savings calculation includes an estimate of the savings achieved by the consumer because our platform has directed the consumer to the pharmacy with the low list price. This estimate of savings when the consumer pays the list price is based on internal data and is calculated as the difference between the average list price across all pharmacies where GoodRx consumers paid the list price and the average list price paid by consumers in the pharmacies to which we directed them. We do not calculate savings based on insurance prices as we do not have information about a consumer’s specific coverage or price. We do not believe savings are representative or indicative of our revenue or results of operations. • “ subscribers ” and similar references refers to our consumers that are subscribed to our subscription offerings, GoodRx Gold (“ Gold ”), Kroger Rx Savings Club powered by GoodRx (“ Kroger Savings ”) which sunset in July 2024, condition-specific related subscription programs which first launched in June 2025, and RxSmartSaver+ powered by GoodRx (" RxSmartSaver+ ") which launched in July 2025 . 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 subject to rounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same calculations using the figures in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to rounding. Overview Our mission is to help Americans save time and money when filling their medications. To achieve this, we are building the leading consumer-focused digital healthcare platform in the United States. For example, in the second quarter 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 of 2025. 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 business. For example, in July 2025, Congress passed a budget bill that cuts federal funding for Medicaid among other health insurance programs, as well as tightens eligibility requirements and increases the frequency of Medicaid coverage determinations. 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 States. 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 our mission. Conversely, we have seen rapid changes in the U.S. retail pharmacy landscape recently with announcements of store closures and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens. In early May 2025, Rite Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process. 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 17 Table of Contents 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 will continue in the near term with the expected impact to prescription transactions revenue estimated at $35.0 to $40.0 million in 2025. Despite these near term challenges, we continue to believe that we are well positioned to grow our business over the long term. 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 ; • Net income and net income margin were $1.1 million and 0.6% , respectively, compared to $4.0 million and 2.0% , respectively; and • Adjusted EBITDA and Adjusted EBITDA Margin were $66.3 million and 33.8% , respectively, compared to $65.0 million and 33.3% , respectively. 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 ; • Net income and net income margin were $25.0 million and 4.2% , respectively, compared to $9.7 million and 1.6% , respectively; and • Adjusted EBITDA and Adjusted EBITDA Margin were $205.5 million and 34.1% , respectively, compared to $193.2 million and 32.5% , respectively. Revenue, net income and net income margin are financial measures prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. For a reconciliation and presentation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks and limitations of these measures, please see “Key Financial and Operating 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 We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin to assess our performance, make strategic and offering decisions and build our financial projections. The number of Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our marketing and engagement efforts. We believe these operating metrics reflect our scale, growth and engagement with consumers. 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 September 30, 2025 and subscribers to our subscription plans as of September 30, 2025 . Monthly Active Consumers 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 near term. Three Months Ended (in millions) September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 Monthly Active Consumers 5.4 5.7 6.4 6.6 6.5 6.6 6.7 18 Table of Contents Subscription Plans Subscription plans through the second quarter of 2024 included subscription plans for Kroger Savings, which sunset in July 2024. As of (in thousands) September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 Subscription plans 671 668 680 684 701 696 778 Non-GAAP Financial Measures Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance. We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated with restructuring related activities. We exclude these costs from revenue because we believe they are not indicative of past or future underlying performance of the business. 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 amortization, and as further adjusted, as applicable, for acquisition related expenses, stock-based compensation expense, payroll tax expense related to stock-based compensation, loss on extinguishment of debt, financing related expenses, loss on operating lease assets, restructuring related expenses, legal settlement expenses, gain on sale of business and other income or expense, net. 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 presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to financial information presented in accordance with GAAP. These measures have certain limitations in that they do not include the impact of certain costs that are reflected in our condensed consolidated statements of operations that are necessary to run our business. Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness as comparative measures. 19 Table of Contents The following table presents a reconciliation of net income , the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted EBITDA, and presents net income margin, the most directly comparable financial measure calculated in accordance with GAAP, with Adjusted EBITDA Margin: Three Months Ended September 30, Nine Months Ended September 30, (dollars in thousands) 2025 2024 2025 2024 Net income $ 1,119 $ 3,965 $ 25,014 $ 9,650 Adjusted to exclude the following: Interest income (2,309) (4,797) (9,044) (18,686) Interest expense 10,829 12,355 32,202 41,564 Income tax expense 4,981 4,147 17,331 10,401 Depreciation and amortization 21,431 17,535 62,072 50,442 Other expense (income) — 2,660 (694) 2,660 Loss on extinguishment of debt — 2,077 — 2,077 Financing related expenses (1) — 66 — 898 Acquisition related expenses (2) 776 65 802 413 Restructuring related expenses (3) 5,526 — 7,291 441 Legal settlement expenses (4) 5,500 — 5,855 13,000 Stock-based compensation expense 18,118 26,381 58,707 78,067 Payroll tax expense related to stock-based compensation 313 510 1,547 2,236 Loss on operating lease asset (5) — — 4,409 — Adjusted EBITDA $ 66,284 $ 64,964 $ 205,492 $ 193,163 Revenue $ 196,028 $ 195,251 $ 602,068 $ 593,741 Net income margin 0.6% 2.0% 4.2% 1.6% Adjusted EBITDA Margin 33.8% 33.3% 34.1% 32.5% _____________________________________________________ (1) Financing related expenses include third-party fees related to proposed financings. (2) Acquisition related expenses principally include costs for actual or planned acquisitions including related third-party fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to employees related to acquisitions and change in fair value of contingent consideration. From time to time, acquisition related expenses may also include similar transaction related costs for business dispositions. (3) Restructuring related expenses include costs for various workforce optimization and organizational changes to better align with our strategic goals and future scale including employee severance and other personnel related costs, contract termination costs, and from time to time may also include losses from the disposal of certain technology and certain capitalized software. (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 abandonment of leased office space. Components of our Results of Operations For a description of the components of our results of operations, refer to Note 2 to our audited consolidated financial statements included in our 2024 10-K. In addition, for a description of primary drivers that may cause our revenue, costs and operating expenses to fluctuate from period to period, including seasonality, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 10-K. 20 Table of Contents Results of Operations 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) Three Months Ended September 30, 2025 % of Total Revenue Three Months Ended September 30, 2024 % of Total Revenue Change ($) Change (%) Revenue: Prescription transactions revenue $ 127,294 65% $ 140,419 72% $ (13,125) (9%) Subscription revenue 20,724 11% 21,306 11% (582) (3%) Pharma manufacturer solutions revenue 43,372 22% 28,136 14% 15,236 54% Other revenue 4,638 2% 5,390 3% (752) (14%) Total revenue 196,028 195,251 Costs and operating expenses: Cost of revenue, exclusive of depreciation and amortization presented separately below 13,419 7% 11,684 6% 1,735 15% Product development and technology 31,012 16% 30,139 15% 873 3% Sales and marketing 83,532 43% 89,867 46% (6,335) (7%) General and administrative 32,014 16% 25,619 13% 6,395 25% Depreciation and amortization 21,431 11% 17,535 9% 3,896 22% Total costs and operating expenses 181,408 174,844 Operating income 14,620 20,407 Other expense, net: Other expense — 0% (2,660) 1% 2,660 n/m Loss on extinguishment of debt — 0% (2,077) 1% 2,077 n/m Interest income 2,309 1% 4,797 2% (2,488) (52%) Interest expense (10,829) 6% (12,355) 6% 1,526 (12%) Total other expense, net (8,520) (12,295) Income before income taxes 6,100 8,112 Income tax expense (4,981) 3% (4,147) 2% (834) 20% Net income $ 1,119 $ 3,965 Revenue All of our revenue has been generated in the United States. 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 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 manufacturer solutions to grow as a percentage of total revenue in the near to medium term as we continue to scale and expand available services, capabilities and platforms of our pharma manufacturer solutions offering. 21 Table of Contents Costs and Operating Expenses Cost of revenue, exclusive of depreciation and amortization 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. 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 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 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 Depreciation and amortization expenses increased $3.9 million , or 22% , year-over-year, primarily driven by higher amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction 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 Interest income decreased by $2.5 million , or 52% , year-over-year, primarily due to lower average balance of cash equivalents held in U.S. treasury securities money market funds and lower interest rates . Interest Expense Interest expense decreased by $1.5 million , or 12% , year-over-year, primarily due to lower average debt balances and lower interest rates. Income Taxes For the three months ended September 30, 2025 and 2024 , we had income tax expense of $5.0 million and $4.1 million , respectively, and an effective income tax rate of 81.7% and 51.1% , respectively. The year-over-year increase in income tax expense was primarily driven by an increase in the tax effects from our equity awards partially offset by a decrease in income before income taxes. 22 Table of Contents Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024 The following table sets forth our results of operations for the nine months ended September 30, 2025 and 2024 : (dollars in thousands) Nine Months Ended September 30, 2025 % of Total Revenue Nine Months Ended September 30, 2024 % of Total Revenue Change ($) Change (%) Revenue: Prescription transactions revenue $ 419,281 70% $ 432,562 73% $ (13,281) (3%) Subscription revenue 62,264 10% 65,860 11% (3,596) (5%) Pharma manufacturer solutions revenue 107,001 18% 79,149 13% 27,852 35% Other revenue 13,522 2% 16,170 3% (2,648) (16%) Total revenue 602,068 593,741 Costs and operating expenses: Cost of revenue, exclusive of depreciation and amortization presented separately below 40,133 7% 36,022 6% 4,111 11% Product development and technology 92,087 15% 92,010 15% 77 0% Sales and marketing 252,944 42% 273,285 46% (20,341) (7%) General and administrative 90,023 15% 94,316 16% (4,293) (5%) Depreciation and amortization 62,072 10% 50,442 8% 11,630 23% Total costs and operating expenses 537,259 546,075 Operating income 64,809 47,666 Other expense, net: Other income (expense) 694 0% (2,660) 0% 3,354 (126%) Loss on extinguishment of debt — 0% (2,077) 0% 2,077 n/m Interest income 9,044 2% 18,686 3% (9,642) (52%) Interest expense (32,202) 5% (41,564) 7% 9,362 (23%) Total other expense, net (22,464) (27,615) Income before income taxes 42,345 20,051 Income tax expense (17,331) 3% (10,401) 2% (6,930) 67% Net income $ 25,014 $ 9,650 Revenue 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 Cost of revenue, exclusive of depreciation and amortization Cost of revenue increased $4.1 million , or 11% , 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. 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 stock-based compensation expense largely as a result of changes in our employee composition, a $7.9 million 23 Table of Contents 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 $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 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 . Income Taxes 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 Since our inception, we have financed our operations primarily through net cash provided by operating activities, equity issuances, and borrowings under our long-term debt arrangements. 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, 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 adequate to meet our operating, investing and financing needs for at least the next twelve months from the date of the issuance of the accompanying unaudited condensed consolidated financial statements. Our future capital requirements will depend on many factors, including the growth of our business, the timing and extent of investments, sales and marketing activities, and many other factors as described in Part I, Item 1A, "Risk Factors" of our 2024 10-K. If necessary, we may borrow funds under our revolving credit facility to finance our liquidity requirements, subject to customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. In particular, the current economic uncertainty, including rising inflation, new or increased tariffs and socio-political events, has resulted in, and may continue to result in, significant disruption of global financial markets, including rising interest rates, which could reduce our ability to access capital. If we are unable to raise additional funds when needed or on the terms desired, our business, financial condition and results of operations could be adversely affected. Holding Company Status GoodRx Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result, GoodRx Holdings, Inc. is largely dependent upon cash distributions and other transfers from its subsidiaries to meet its obligations and to make future dividend payments, if any. Our debt arrangements contain covenants restricting payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met. These covenants provide for certain exceptions for specific types of payments. Based on these restrictions, all of the net assets of GoodRx, Inc. were 24 Table of Contents restricted pursuant to the terms of our debt arrangements as of September 30, 2025 . Since the restricted net assets of GoodRx, Inc. 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. Cash Flows Nine Months Ended September 30, (in thousands) 2025 2024 Net cash provided by operating activities $ 135,016 $ 139,149 Net cash used in investing activities (88,190) (53,703) Net cash used in financing activities (221,643) (333,965) Net change in cash and cash equivalents $ (174,817) $ (248,519) Net cash provided by operating activities 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 and a $3.3 million increase in cash paid for software development. Net cash used in financing activities 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 Refer to Note 2 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. Critical Accounting Policies and Estimates 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. Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes in our market risk from the disclosure included in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our 2024 10-K.