What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 592 added, 588 removed, 1515 unchanged (44% of the section changed)

37 unchanged sentences

Other Information.

During the three months ended December 31, 2024 , other than as described below for Trevor Bezdek and Douglas

Hirsch, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted, modified or terminated any

contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative

defense conditions of Rule 10b5-1(c) of the Exchange Act (a "Rule 10b5-1 Trading Plan") or any "non-Rule 10b5-1 trading

arrangement" (as defined in Item 408(c) of Regulation S-K of the Exchange Act).

On December 16, 2024, Trevor Bezdek, our Co-Chairman and a director, and a grantor retained annuity trust, of which

Bezdek is the sole trustee and annuitant, early terminated their existing Rule 10b5-1 Trading Plan initially adopted on

June 7, 2024 for the sale of 5,391, 994 shares of our Class A common stock, that was otherwise expected to remain in effect

until the earlier of (i) June 6, 2025, (ii) the date on which all trades set forth in such plan had been executed, or (iii) such time

as it was otherwise terminated according to its terms .

On December 16, 2024, Douglas Hirsch, a director, and a grantor retained annuity trust, of which Mr.

Hirsch is the sole

trustee and annuitant, early terminated their existing Rule 10b5-1 Trading Plan initially adopted on June 7, 2024 for the sale

of 5,391, 994 shares of our Class A common stock, that was otherwise expected to remain in effect until the earlier of (i) June

6, 2025, (ii) the date on which all trades set forth in such plan had been executed, or (iii) such time as it was otherwise

terminated according to its terms .

During the three months ended December 31, 2025 , none of our directors or officers (as defined in Section 16 of the

Exchange Act), adopted, modified , or terminated any contract, instruction or written plan for the purchase or sale of our

securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (a "Rule

10b5-1 Trading Plan") or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K of the

Exchange Act).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

78 unchanged sentences

Form of Option Agreement pursuant to

2020 Incentive Award Plan

2020 Incentive Award Plan (2020 Form)

Form of Restricted Stock Unit

Agreement pursuant to 2020 Incentive

Award Plan (2020 Form)

Form of Option Agreement pursuant to

2020 Incentive Award Plan (2025 Form)

Form of Restricted Stock Unit

Agreement pursuant to 2020 Incentive

Award Plan (2025 Form)

First Amendment to 2020 Incentive

67 unchanged sentences

LLC, dated February 7, 2024

Offer Letter for Romin Nabiey, effective

Employment Agreement, by and

between GoodRx, Inc.

Wagner, dated April 25, 2023

First Amendment to Employment

Fifth Amendment to Office Lease

Agreement by and between GoodRx,

and Scott Wagner, dated March 13,

and Pen Factory Property Owner,

LLC, dated January 2, 2025

Offer Letter for Romin Nabiey, effective

Employment Agreement, by and

7 unchanged sentences

Barnes, dated December 12, 2024

Early Exercise Option Agreement, by

and between GoodRx, Inc.

Barnes, dated March 3, 2025

Retention Bonus Letter Agreement, by

and between GoodRx, Inc.

Barnes, dated December 9, 2025

Non-Employee Director Deferred

4 unchanged sentences

Executive Severance Plan

Non-Employee Director Compensation

Program, dated July 8, 2024

Second Amended and Restated Non-

Employee Director Compensation

Program, dated October 31, 2025

Employment Agreement, by and

2 unchanged sentences

McGinnis, dated February 4, 2025

Offer Letter for Raj Beri, dated May 6,

Letter Agreement, by and between

and Raj Beri, dated May

Separation Agreement & Release, by

Retention Bonus Letter Agreement, by

and between GoodRx, Inc.

Beri, dated February 22, 2024

Christopher McGinnis, dated December

Insider Trading Compliance Policy

53 unchanged sentences

/s/ Wendy Barnes

Chief Executive Officer, President & Director

Chief Executive Officer & President

February 25, 2026

10 unchanged sentences

/s/ Trevor Bezdek

Co-Chairman & Director

Co-Chairman of the Board

February 25, 2026

1 unchanged sentence

/s/ Scott Wagner

Co-Chairman & Director

Co-Chairman of the Board

February 25, 2026

97 unchanged sentences

Revenue Recognition – Prescription Transactions Revenue Generated from PBMs and Direct Contracts with Partner

Pharmacies and Pharma Manufacturer Solutions Revenue Generated from Advertising Arrangements

Pharmacies and Pharma Direct Revenue Generated from Advertising Arrangements

As described in Note 2 to the consolidated financial statements, prescription transactions revenue is primarily generated

1 unchanged sentence

through the Company’s platform.

The Company has entered into direct contractual agreements with select pharmacies

("partner pharmacies"), that provide consumers access to prescription pricing negotiated directly with the partner

pharmacies through the Company’s platform.

The Company recognizes revenue at the point in time when a prescription is

Pharma manufacturer solutions revenue consists primarily of advertisements purchased by pharma manufacturers

and other customers that appear on the Company’s apps and websites.

Revenue for advertisements based on a fixed fee

for a specified period of time is recognized ratably over the term of the arrangement.

Customers may also purchase

advertisements where the Company charges fees on a cost-per-click basis, advertisements placed in the Company’s direct

mailers, or other content used in advertising.

Revenue for these arrangements is recognized at a point in time when the

advertisements are clicked, when the direct mailers are shipped or when other content used in advertising is delivered,

respectively.

For the year ended December 31, 2024, prescription transactions revenue was $577.5 million, of which a

majority relates to revenue generated from PBMs and partner pharmacies, and pharma manufacturer solutions revenue was

$107.2 million, of which a majority relates to revenue generated from advertising arrangements.

The Company also directly contracts with select pharmacies ("partner pharmacies"), that

provide consumers access to prescription pricing negotiated directly with the partner pharmacies through the Company’s

The Company recognizes revenue at the point in time when a prescription is filled.

Pharma direct revenue consists

primarily of advertisements purchased by pharma manufacturers and other customers that appear on the Company’s apps

and websites.

Revenue for advertisements based on a fixed fee for a specified period of time is recognized ratably over the

term of the arrangement.

Customers may also purchase advertisements where the Company charges fees on a cost-per-

click basis, advertisements placed in the Company’s direct mailers, or other content used in advertising.

Revenue for these

arrangements is recognized at a point in time when the advertisements are clicked, when the direct mailers are shipped or

when other content used in advertising is delivered, respectively.

For the year ended December 31, 2025, prescription

transactions revenue was $544.0 million, of which a majority relates to revenue generated from PBMs and partner

pharmacies, and pharma direct revenue was $151.4 million, of which a majority relates to revenue generated from

advertising arrangements.

The principal consideration for our determination that performing procedures relating to revenue recognition for

prescription transactions revenue generated from PBMs and partner pharmacies and pharma manufacturer solutions

revenue generated from advertising arrangements is a critical audit matter is a high degree of auditor effort in performing

procedures relating to the Company’s revenue recognition for these revenue streams.

prescription transactions revenue generated from PBMs and partner pharmacies and pharma direct revenue generated from

advertising arrangements is a critical audit matter is a high degree of auditor effort in performing procedures relating to the

Company’s revenue recognition for these revenue streams.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our

2 unchanged sentences

relating to the revenue recognition process for prescription transactions revenue generated from PBMs and partner

pharmacies and pharma manufacturer solutions revenue generated from advertising arrangements.

These procedures also

included, among others (i) evaluating, on a sample basis, the appropriateness of revenue recognized for prescription

transactions revenue generated from PBMs and partner pharmacies, and pharma manufacturer solutions revenue

generated from advertising arrangements by obtaining and inspecting source documents, such as contracts, customer

invoices, and cash receipts from customers and (ii) confirming, on a sample basis, outstanding customer invoice balances

as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as

contracts, customer invoices, and subsequent cash receipts from customers.

pharmacies and pharma direct revenue generated from advertising arrangements.

These procedures also included, among

others (i) evaluating, on a sample basis, the appropriateness of revenue recognized for prescription transactions revenue

generated from PBMs and partner pharmacies, and pharma direct revenue generated from advertising arrangements by

obtaining and inspecting source documents, such as contracts, customer invoices, and cash receipts from customers and (ii)

confirming, on a sample basis, outstanding customer invoice balances as of December 31, 2025 and, for confirmations not

returned, obtaining and inspecting source documents, such as contracts, customer invoices, and subsequent cash receipts

from customers.

/s/ PricewaterhouseCoopers LLP

10 unchanged sentences

Accounts receivable, net

Prescription reimbursement assets

Prepaid expenses and other current assets

8 unchanged sentences

Accounts payable

Prescription reimbursement liabilities

Accrued expenses and other current liabilities

38 unchanged sentences

Other expense, net:

Other expense

Other income (expense)

Loss on extinguishment of debt

25 unchanged sentences

Repurchases of Class A common stock (1)

Issuance of common stock through employee stock purchase plan

Balance at December 31, 2023

17 unchanged sentences

_____________________________________________________

(1) R epurchases of Class A common stock for the year ended December 31, 2024 and 2023 include 20.9 million and 12.0 million shares repurchased from related

parties (after giving effect to the automatic conversion of Class B common stock to Class A common stock upon such repurchase) for an aggregate

consideration of $ 151.4 million and $ 65.9 million , respectively.

(1) Repurchases of Class A common stock for the years ended December 31, 2025 , 2024 , and 2023 include 20.0 million , 20.9 million , and 12.0 million shares

repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class A common stock upon such repurchase) for

an aggregate consideratio n of $ 84.9 million , $ 151.4 million , an d $ 65.9 million , respectively.

See "Note 14 .

11 unchanged sentences

Loss on extinguishment of debt

Amortization of debt issuance costs

Amortization of debt issuance costs and discounts

Non-cash operating lease expense

Stock-based compensation expense

Change in fair value of contingent consideration

Deferred income taxes

Gain on sale of business

Loss on operating lease assets

2 unchanged sentences

Changes in operating assets and liabilities, net of effects of business

acquisitions:

Accounts receivable

Prescription reimbursement assets

Prepaid expenses and other assets

Accounts payable

Prescription reimbursement liabilities

Accrued expenses and other current liabilities

4 unchanged sentences

Purchase of property and equipment

Acquisitions, net of cash acquired

Capitalized software

Investment in minority equity interest

Proceeds from sale of business

Net cash used in investing activities

13 unchanged sentences

Supplemental disclosure of cash flow information

Income tax paid, net

Income taxes paid, net of refunds received

Interest paid

Non cash investing and financing activities:

Right-of-use assets obtained in exchange for new operating lease

Right-of-use assets obtained in exchange for operating lease liabilities

Stock-based compensation included in capitalized software

3 unchanged sentences

_____________________________________________________

(1) Repurchases of Class A common stock for the year ended December 31, 2024 and 2023 include 20.9 million and

12.0 million shares repurchased from related parties (after giving effect to the automatic conversion of Class B

common stock to Class A common stock upon such repurchase) for an aggregate consideration of $ 151.4 million ,

and $ 65.9 million , respectively.

(1) Repurchases of Class A common stock for the years ended December 31, 2025 , 2024 , and 2023 include 20.0

million , 20.9 million , and 12.0 million shares repurchased from related parties (after giving effect to the automatic

conversion of Class B common stock to Class A common stock upon such repurchase) for an aggregate

consideration of $84.9 million , $151.4 million , and $ 65.9 million , respectively.

See "Note 14 .

Stockholders' Equity " for additional information.

Stockholders' Equity "

for additional information.

See accompanying notes to consolidated financial statements.

14 unchanged sentences

through our codes that can be used to save money on prescriptions across the United States (the "prescription transactions

We also offer other healthcare products and services, including subscription programs, pharmaceutical ("pharma")

manufacturer solutions and telehealth services.

We also offer other healthcare products and services, including subscription programs, GoodRx Pharma Direct

offering - formerly pharmaceutical ("pharma") manufacturer solutions and referred to hereafter as "pharma direct" - and

telehealth services.

Summary of Significant Accounting Policies

17 unchanged sentences

Our CODM manages our business on the basis of one operating segment.

Our operat ing segment derives revenue in a manner as described in Note 2 .

Our operating segment derives revenue in a manner as described in "Note 2 .

Summary of Significant Accounting

During the years ended December 31, 2024 , 2023 and 2022 , all of our revenue was from customers located in the

United States.

Our CODM is our principal executive officer, who is our Chief Executive Officer and President , the role

previously held by our Interim Chief Executive Officer and before that, one of our Co-Chief Executive Officers .

net income or loss is the measure of segment profit or loss reviewed by our CODM in assessing segment performance and

deciding how to allocate resources.

Our CODM uses consolidated net income or loss to monitor budget versus actual

results, review historical company performance trends, conduct benchmark analysis of our peers and competitors, and

evaluate management’s compensation.

Significant expenses included in the reported measure of segment profit or loss are

reviewed by our CODM on a consolidated basis as presented in the accompanying consolidated statements of operations.

At December 31, 2024 and 2023 , all of our right-of-use assets and property and equipment were in the United States.

Policies – Revenue." During the years ended December 31, 2025 , 2024 and 2023 , all of our revenue was from customers

located in the United States.

Our CODM is our principal executive officer, who is our Chief Executive Officer and President,

t he role previously held by our Interim Chief Executive Officer and before that, one of our Co-Chief Executive Officers .

Consolidated net income or loss is the measure of segment profit or loss reviewed by our CODM in assessing segment

performance and deciding how to allocate resources.

Our CODM uses consolidated net income or loss to monitor budget

versus actual results, review historical company performance trends, conduct benchmark analysis of our peers and

competitors , and evaluate management’s compensation.

Significant expenses included in the reported measure of segment

profit or loss regularly provided to our CODM are on a consolidated basis as presented in the accompanying consolidated

statements of operations.

At December 31, 2025 and 2024 , all of our right-of-use assets and property and equipment were

in the United States.

Use of Estimates

22 unchanged sentences

arrangements and generally do not obtain or require collateral.

For the year ended December 31, 2024 , no customer

accounted for more than 10% of our revenue.

For the years ended December 31, 2023 and 2022 , one customer accounted

For the years ended December 31, 2025 and 2024 , no

customer accounted for more t han 10% of our revenue .

For the year ended December 31, 2023 , one customer accounted

for 13 % of our revenue.

19 unchanged sentences

losses was not material .

Prescription Reimbursement Assets and Prescription Reimbursement Liabilities

Consumer direct pricing is an affordability solution under our pharma direct offering that allows pharma manufacturers to

use our platform to set and f und a portion of the consumer cash price for their prescription drugs at the point of sale.

generally require deposits from pharma manufacturers which are included as a component of prescription reimbursement

liabilities on our consolidated balance sheets and shall not be offset against other amounts owed to us.

We generally invoice

pharma manufacturers for the funded amounts a month in arrears and payment is generally due within thirty days of

Funded amounts owed to us are presented as a component of prescription reimbursement assets on our

consolidated balance sheets.

We remit reimbursements of the funded amounts to pharmacies, or intermediaries.

Funded amounts owed to

pharmacies, or intermediaries, are presented as a component of prescription reimbursement liabilities on our consolidated

balance sheets.

Pharmacies, or intermediaries, may also require deposits from us.

These deposits are included as a

component of prescription reimbursement assets on our consolidated balance sheets and shall not be offset against other

amounts owed to them.

Prior to December 31, 2025, prescription reimbursement assets were presented as a component of prepaid expenses

and other current assets, and prescription reimbursement liabilities as a component of accounts payable and accrued

expenses and other current liabilities .

Prior period amounts have been reclassified to conform to the current period

presentation.

These reclassifications had no impact on previously reported current and total assets and liabilities, total

stockholders’ equity, results of operations, or cash flows provided by operating activities.

Property and Equipment

19 unchanged sentences

We otherwise have not recognized any other

impairment losses or change s resulting from observable price changes during the years ended December 31, 2024 , 2023

impairment losses or changes resulting from observable price changes during the years ended December 31, 2025 , 2024 ,

Equity investments included in other assets in the consolidated balance sheets was $ 15.0 million as of

18 unchanged sentences

circumstances that existed as of the acquisition date.

Certain acquisitions contain provisions for contingent consideration to be transferred or received based on the post-

acquisition results of the acquired businesses.

The acquisition date estimated fair value of contingent consideration

associated with business combinations is based on the amount of the consideration expected to be transferred or received

using significant inputs that are not observable in the market (Level 3 inputs).

Contingent consideration is remeasured to its

estimated fair value on a recurring basis.

Changes in the estimated fair value of contingent consideration, if any, is

recognized within general and administrative expenses in the consolidated statements of operations.

Transaction costs associated with business combinations are expensed as incurred and are included in general and

21 unchanged sentences

Intangible Assets

Intangible assets reflect the value of customer relationships, developed technology, trademarks, content library and

backlog recognized in connection with our acquisitions.

Purchased intangible assets are recognized at their acquisition date

fair value, less accumulated amortization.

Intangible assets reflect the value of customer relationships, developed technology, trademarks, and content library

recognized in connection with our acquisitions.

Purchased intangible assets are recognized at their acquisition date fair

value, less accumulated amortization.

We determine the appropriate useful life of intangible assets by performing an

39 unchanged sentences

Certain of our leases contain renewal options for periods of up to ten years and early termination options

by up to two years, at our election.

We have not recognized any renewal or early termination options in our estimate of the

lease term as they are not reasonably certain of exercise.

Right-of-use assets are evaluated for impairment in accordance

with ASC 360, Property, Plant, and Equipment, when events or changes in circumstances indicate that their carrying values

may not be recoverable.

After a right-of-use asset is impaired, the remaining carrying value of the right-of-use asset is de-

linked from the lease liability and amortized on a straight-line basis over the remaining lease term.

The lease liability

continues to be amortized using the same effective interest method as before the impairment.

Thus, after impairment, the

operating lease no longer qualifies for the straight-line treatment of total lease expense.

up to five years at our election .

We have not recognized any renewal or early termination options in our estimate of the lease

term as they are not reasonably certain of exercise.

Right-of-use assets are evaluated for impairment in accordance with

ASC 360, Property, Plant, and Equipment, when events or changes in circumstances indicate that their carrying values may

not be recoverable.

After a right-of-use asset is impaired, the remaining carrying value of the right-of-use asset is de-linked

from the lease liability and amortized on a straight-line basis over the remaining lease term.

The lease liability continues to

be amortized using the same effective interest method as before the impairment.

Thus, after impairment, the operating lease

no longer qualifies for the straight-line treatment of total lease expense.

Impairment of Long-Lived Assets

9 unchanged sentences

impaired, the impairment is measured by the amount that the carrying value of the asset exceeds its fair value.

recognized an impairment loss of $ 11.3 million within general and administrative expenses to reduce the carrying value of an

operating lease right-of-use asset we determined to sublease to its estimated fair value of $ 8.9 million as rental rates have

declined since the date the lease was executed.

The estimated fair value was determined by using a discounted cash flow

method which is a non-recurring fair value measurement based on Level 3 inputs.

Key inputs used in this estimate included

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

Other than the aforementioned, we have not recognized any other material impairment losses of long-lived assets for the

years ended December 31, 2024 , 2023 and 2022 .

Debt Issuance Costs

Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over

the contractual life of the loan using the effective-interest method.

These costs are recognized as a reduction of the related

long-term debt balance on the consolidated balance sheets.

Costs incurred in connection with the issuance of revolving

credit facilities are recognized in other assets on the consolidated balance sheets and are amortized to interest expense in

the consolidated statements of operations on a straight-line basis over the term of the revolving credit facility.

During the years ended December 31, 2025, 2024, and 2023, we recognized impairment losses of $ 4.4 million , nil , and

$ 1.4 million within general and administrative expenses related to office facilities we determined to sublease.

impairment charges were due to a significant deterioration in the sublease market and rental rates whereby the carrying

value of the asset groups were not recoverable.

We otherwise have not recognized any impairment losses of our long-lived

assets for the years ended December 31, 2025 , 2024 , and 2023 .

Debt Issuance Costs and Discounts

Costs and discounts incurred in connection with the issuance of long-term debt are capitalized and amortized to interest

expense over the contractual life of the loan using the effective-interest method.

These costs and discounts are recognized

as a reduction of the related long-term debt balance on the consolidated balance sheets.

Costs incurred in connection with

the issuance of revolving credit facilities are recognized in other assets on the consolidated balance sheets and are

amortized to interest expense in the consolidated statements of operations on a straight-line basis over the term of the

revolving credit facility.

Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the

20 unchanged sentences

We consider pharmacy benefit managers ("PBMs") , pharmacies,

pharma manufacturers and consumers of our subscription and telehealth services, for which we have direct contractual

agreements with, to be our primary customers.

Consideration paid or payable to customers is recognized as a reduction of

revenue if we do not receive a distinct good or service for which we can reasonably estimate fair value.

Any excess of

consideration paid or payable to customers over the fair value of a distinct good or service is also recorded as a reduction of

The reduction of revenue is recognized at the later of when the related revenue is recognized or when we pay or

promise to pay the consideration to the customers.

Given the time between us transferring a promised good or service to the

customer and the customer paying for that good or service is one year or less based on the terms of our revenue

arrangements, as a practical expedient, we do not adjust the promised amount of consideration for effects of a significant

financing component.

pharma manufacturers, healthcare providers, and consumers of our subscription and telehealth services, for which we have

direct contractual agreements with, to be our primary customers.

Consideration paid or payable to customers is recognized

as a reduction of revenue if we do not receive a distinct good or service for which we can reasonably estimate fair value.

excess of consideration paid or payable to customers over the fair value of a distinct good or service is also recorded as a

reduction of revenue.

The reduction of revenue is recognized at the later of when the related revenue is recognized or when

we pay or promise to pay the consideration to the customers.

Given the time between us transferring a promised good or

service to the customer and the customer paying for that good or service is one year or less based on the terms of our

revenue arrangements, as a practical expedient, we do not adjust the promised amount of consideration for effects of a

significant financing component.

For contracts with customers that involve other third parties, we evaluate whether we are acting as the principal or as

the agent with respect to the goods or services provided to the customers.

This principal-versus-agent assessment involves

judgment and focuses on whether the facts and circumstances of the arrangement indicate that the goods or services were

controlled by us prior to transferring them to the customer.

To evaluate if we have control, we consider various factors

including whether we are primarily responsible for fulfillment, bear risk of loss and have discretion over pricing.

principal when we have control of the goods or services prior to transferring them to the customer and revenue is recognized

at the gross amount of consideration we expect to be entitled to in exchange for the goods and services transferred.

Conversely, we are an agent when we do not have control of the goods or services prior to transferring them to the

In such cases, we are arranging for the goods or services to be provided by another party and revenue is

recognized at the net amount of consideration retained.

For the years ended December 31, 2025 , 2024 , and 2023 , revenue comprised the following:

3 unchanged sentences

Subscription revenue

Pharma manufacturer solutions revenue (1)

Pharma direct revenue (1)

Other revenue

1 unchanged sentence

____________________________________________________

(1) Pharma manufacturer solutions revenue for the year ended December 31, 2023 included a $ 10.0 million contract

termination payment to a pharma manufacturer solutions client in connection with our restructuring activities, which

was recognized as a reduction of revenue.

(1) Pharma direct revenue for the year ended December 31, 2023 included a $ 10.0 million contract termination

payment to a pharma direct client in connection with our restructuring activities, which was recognized as a

reduction of revenue.

See "Note 17.

9 unchanged sentences

establishing pricing between consumers and pharmacies.

Beginning in late 2022, we began to enter into direct contractual

agreements with select pharmacies ("partner pharmacies") that provide consumers access to prescription pricing negotiated

directly with the partner pharmacies through our platform.

The partner pharmacies are our customers in these

arrangements.

We also directly contract with select pharmacies ("partner

pharmacies") that provide consumers access to prescription pricing negotiated directly with the partner pharmacies through

our platform.

The partner pharmacies are our customers in these arrangements.

We do not control the prescription drugs

before they are transferred to the consumers.

Our performance obligation to our customers is to direct prescription volume through our platform for PBMs or process

1 unchanged sentence

websites, and cards.

Contracts with customers provide that we are entitled to either a variable or fixed fee per transaction when a consumer

uses our code from our platform to fill a prescription.

Certain arrangements with customers provide that the amount of

consideration we are entitled to is based on the volume of prescription fills each month.

Our performance obligation is

satisfied upon the completion of pharmacies filling prescriptions.

We recognize revenue for our estimated fee due from the

customers at a point in time when a prescription is filled.

I n addition, the amount of consideration for which we are entitled may be adjusted in the event that a fill is determined

Contracts with customers provide that we are entitled to either a variable or fixed fee per transaction when a

prescription is filled with our code provided through our platform.

Certain arrangements with customers provide that the

amount of consideration we are entitled to is based on the volume of prescription fills each month.

Our performance

obligation is satisfied upon the completion of pharmacies filling prescriptions.

We recognize revenue for our estimated fee

due from the customers at a point in time when a prescription is filled.

We also facilitate the processing of claims on behalf of

T he amount of consideration we are entitled to in these transactions is variable based on the type and volume

of prescriptions filled each month .

Revenue is recognized at the net amount of consideration we expect to be entitled to and

at a point in time when the service is completed .

In addition, the amount of consideration for which we are entitled may be adjusted in the event that a fill is determined

ineligible, or based upon other adjustments allowed under the contracts with customers.

6 unchanged sentences

adjustments for ineligible fills.

Prescription transactions revenue also includes fees earned from prescription delivery solutions from our contracts with

pharmacies and healthcare providers.

Our performance obligation is to deliver prescriptions to consumers and we are

generally entitled to a variable fee per delivery, based on distance and timing of the delivery.

We control the delivery services

offered to our customers.

Revenue is recognized at the gross amount of consideration we expect to be entitled to for the

delivery service and at a point in time when the prescription drugs are delivered.

We periodically offer incentives to consumers for our prescription transactions offering, principally in the form of

17 unchanged sentences

consumer discounts subsequent to this change were recognized as a reduction of prescription transactions revenue.

Consumer incentives recognized as a reduction of revenue were $ 11.5 million in 2024 , $ 8.8 million in 2023 , and nil in 2022 .

Consumer incentives recognized as sales and marketing expenses were not material in 2024 , $ 27.3 million in 2023 , and

Consumer incentives recognized as a reduction of revenue were $ 11.2 million in 2025 , $ 11.5 million in 2024 , and $ 8.8

million in 2023 .

Consumer incentives recognized as sales and marketing expenses were not material in 2025 and 2024 , and

were $ 27.3 million in 2023 .

Subscription Revenue

Subscription revenue is generated from consumers that are subscribed to either of our subscription offerings

("subscribers"), GoodRx Gold (“Gold”) and Kroger Rx Savings Club powered by GoodRx (“Kroger Savings”).

Under Gold, subscribers pay an upfront fee to purchase a monthly or annual subscription that provides access to lower

prices for prescriptions and telehealth visits.

Subscribers can cancel the Gold subscription at any time.

subscription fees are generally nonrefundable while annual Gold subscription fees are generally nonrefundable to the

subscriber after the first two weeks.

We recognize revenue for Gold on a straight-line basis over the subscription period.

Subscription revenue is generated from consumers that subscribed to our subscription offerings ("subscribers"),

GoodRx Gold (“Gold”), RxSmartSaver+ powered by GoodRx ("RxSmartSaver+") which launched in July 2025, Kroger Rx

Savings Club powered by GoodRx (“Kroger Savings”), and condition-specific subscription programs which first launched in

Under Gold and RxSmartSaver+, subscribers pay an upfront fee to purchase a monthly or annual subscription that

provides access to lower prices for prescriptions and, for Gold subscribers only, telehealth visits.

Subscribers can cancel

their subscriptions at any time.

Under Gold and RxSmartSaver+, m onthly and annual subscription fees are nonrefundable to

the subscriber after the first thirty days.

We recognize revenue for both Gold and RxSmartSaver+ on a straight-line basis

over the subscription period.

Under Kroger Savings, subscribers paid an annual upfront fee, a portion of which we shared with Kroger, for a

2 unchanged sentences

Kroger Savings through July 1, 2023 and the offering sunset in July 2024.

Kroger Savings subscription fees were generally

Kroger Savings subscription fees were

nonrefundable to the subscriber after the first thirty days unless we canceled the subscription, in which case the subscriber

2 unchanged sentences

period, net of the fee shared with Kroger.

Pharma Manufacturer Solutions Revenue

Pharma manufacturer solutions revenue consists primarily of advertisements purchased by pharma manufacturers and

other customers that appear on our apps and websites.

Revenue for advertisements based on a fixed fee for a specified

period of time is recognized ratably over the term of the arrangement.

Customers may also purchase advertisements where

we charge fees on a cost-per-click basis, advertisements placed in our direct mailers, or other content used in advertising.

Revenue for these arrangements is recognized at a point in time when the advertisements are clicked, when the direct

mailers are shipped or when other content used in advertising is delivered, respectively.

Under our condition-specific subscription programs, subscribers pay a fixed upfront fee for telehealth services for

certain chronic conditions, including erectile dysfunction, weight management, and hair loss, delivered by our network of

qualified medical professionals.

Subscription terms range from one to twelve months and subscription fees are

nonrefundable.

We control the telehealth services offered to our consumers.

For certain condition-specific related

subscription programs, the fixed upfront fee may also include medications prescribed, when medically appropriate, which

are shipped directly to the consumers.

In such cases, we control the entire offering including the prescribed medications

prior to transferring it to the consumers.

Our performance obligations include the provision of telehealth services and the

fulfillment and delivery of prescribed medications, as applicable, in which cases the transaction price is allocated to each

performance obligation on a relative stand-alone selling price basis.

Revenue related to the telehealth services is recognized

over the service period during which the contractual rights are expected to be exercised.

Revenue for the prescribed

medications, as applicable, is recognized at a point in time upon delivery to the consumer.

Pharma Direct Revenue

Pharma direct revenue consists primarily of advertisements purchased by pharma manufacturers and other customers

that appear on our apps and websites.

Revenue for advertisements based on a fixed fee for a specified period of time is

recognized ratably over the term of the arrangement.

Customers may also purchase advertisements where we charge fees

on a cost-per-click basis, advertisements placed in our direct mailers, or other content used in advertising.

these arrangements is recognized at a point in time when the advertisements are clicked, when the direct mailers are

shipped or when other content used in advertising is delivered, respectively.

Pharma manufacturers can also integrate their affordability solutions, such as co-pay cards, patient assistance

programs, including point-of-sale discount programs, and other savings options onto our platform so that consumers can

access certain medications.

programs, consumer direct pricing (formerly point of sale discount programs), and other savings options onto our platform so

that consumers can access certain medications.

Our performance obligation is to connect consumers with our customers.

We receive a fixed or

variable fee per transaction when consumers purchase a medication.

Revenue is recognized at a point in time when the

prescription is filled.

In addition, pharma manufacturer solutions revenue in 2023 and 2022 included fees generated when pharmacies filled

prescriptions for products sold by pharma manufacturers via our pharmacy services solution acquired through our

acquisition of vitaCare Prescription Services, Inc.

("vitaCare").

We were entitled to a fixed fee per prescription from the

pharma manufacturer for each of their patients assisted by us.

Revenue for these arrangements was recognized at a point in

time when the prescriptions were processed and filled through our pharmacy services solution.

In 2023, we de-prioritized

certain solutions under our pharma manufacturer solutions offering, which, among others, included solutions supported by

See "Note 17 .

Restructuring " for additional information.

We receive a fixed or variable fee per transaction when consumers purchase a prescription drug.

Revenue is recognized at

a point in time when the prescription is filled.

We do not control the prescription drugs prior to transferring to the consumers.

We generally invoice customers in advance, in the month after the services are rendered, or in accordance with other

2 unchanged sentences

twelve months for a limited number of contracts.

For additional information regarding consumer direct pricing, see "Note 2 .

Summary of Significant Accounting Policies – Prescription Reimbursement Assets and Prescription Reimbursement

Liabilities."

In addition, pharma direct revenue in 2023 included fees generated when pharmacies filled prescriptions for products

sold by pharma manufacturers via our pharmacy services solution acquired through our acquisition of vitaCare Prescription

Services, Inc.

("vitaCare") in 2022.

We were entitled to a fixed fee per prescription from the pharma manufacturer for each of

their patients assisted by us.

Revenue for these arrangements was recognized at a point in time when the prescriptions

were processed and filled through our pharmacy services solution.

In 2023, we de-prioritized certain solutions under our

pharma direct offering, which, among others, included solutions supported by vitaCare.

See "Note 17 .

Restructuring " for

additional information.

Other Revenue

2 unchanged sentences

consumers who complete a telehealth visit with a member of our network of qualified medical professionals.

Consumers pay

a fee per telehealth visit and we recognize the fee as revenue at a point in time when the visit is complete.

We control the

telehealth services offered to our consumers.

Consumers pay a fee per telehealth visit and we recognize the fee as revenue

at a point in time when the visit is complete.

Cost of Revenue

1 unchanged sentence

healthcare provider costs;

personnel costs, including salaries, benefits, bonuses and stock-based compensation expense, for our consumer support

related to prescriptions delivered ;

personnel costs, including salaries, benefits, bonuses, and stock-based compensation

expense, for our consumer support employees;

hosting costs;

2 unchanged sentences

allocated overhead;

and as applicable, fulfillment costs

for certain solutions provided to customers under our pharma manufacturer solutions offering.

Cost of revenue excludes

depreciation and amortization of capitalized software development costs, developed technology, and other hosting and data

infrastructure equipment used to operate our platform, which are included in depreciation and amortization in the

consolidated statements of operations.

and as applicable, fulfillment costs for certain solutions provided to customers under our pharma direct offering.

revenue excludes depreciation and amortization of capitalized software development costs, developed technology, and other

hosting and data infrastructure equipment used to operate our platform, which are included in depreciation and amortization

in the consolidated statements of operations.

Product Development and Technology

16 unchanged sentences

compensation expense, and sales commissions, for sales and marketing employees;

costs related to third-party services and

costs related to third-party services

and contractors;

marketing software-related costs;

4 unchanged sentences

benefits, bonuses, and stock-based compensation expense, for executive, finance, accounting, legal, and human resources

credit losses for accounts receivable;

as well as professional fees;

occupancy costs;

other general overhead costs;

and as applicable, change in fair

value of contingent consideration, loss on operating lease assets, gain on sale of business, and legal settlement charges,

net of insurance recoveries.

other general overhead

and as applicable , loss on operating lease assets and legal settlement charges, net of insurance recoveries.

Depreciation and Amortization

17 unchanged sentences

The carrying amounts reported in the consolidated financial statements approximate the fair value for

accounts receivable, accounts payable, and accrued liabilities, due to their short-term nature.

The estimated fair value of our

debt, which is based on inputs categorized as Level 2 in the fair value hierarchy, approximated its carrying value as of

December 31, 2024 and 2023 .

accounts receivable , prescription reimbursement assets and liabilities, accounts payable, and accrued liabilities, due to their

short-term nature.

The estimated fair value of our debt, which is based on inputs categorized as Level 2 in the fair value

hierarchy, approximated its carrying value as of December 31, 2025 and 2024 .

Stock-Based Compensation

63 unchanged sentences

contingency period.

Potential common stock principally includes stock options, RSUs and common stock resulting from early

exercise of stock options computed using the treasury stock met hod.

For periods where we have net losses, diluted loss per

share is the same as basic loss per share, because potentially dilutive shares are excluded from the computation of loss per

share as their effect is anti-dilutive.

Potential common stock principally includes stock options, RSUs, and common stock resulting from

early exercise of stock options computed using the treasury stock method .

For periods where we have net losses, diluted

loss per share is the same as basic loss per share, because potentially dilutive shares are excluded from the computation of

loss per share as their effect is anti-dilutive.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncement

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The ASU expands public

entities’ segment disclosures by updating qualitative and quantitative reportable segment disclosure requirements, including

disclos ures about significant segment expenses that are regularly provided to the CODM and increased interim disclosure

requirements, among others.

This ASU applies to all public entities that are required to report segment information in

accordance with ASC 280, and is effective for fiscal years beginning after December 15, 2023 and is effective for interim

periods within fiscal years beginning after December 15, 2024.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This ASU is intended to enhance the

transparency and decision usefulness of income tax disclosures.

The amendments in this ASU address investor requests for

enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

This ASU applies to all public entities and is effective for fiscal years beginning after December 15, 2024, and for interim

periods for fiscal years beginning after December 15, 2025.

Early adoption of this ASU is permitted.

We adopted this ASU

effective for the year ended December 31, 2024, which r esulted in additional qualitative disclo sures that can be found under

the heading "Segment Reporting and Geographic Information" within "Note 2 .

Summary of Significant Accounting Policies ."

The disclosure

requirements can be applied either on a prospective or retrospective basis.

We adopted this ASU effective for the year

ended December 31, 2025, on a retrospective basis which resulted in additional income tax disclosures that can be found

within "Note 11 .

Income Taxes ."

Recently Issued Accounting Pronouncements - Not Yet Adopted

In September 2025, the FASB issued 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.

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 beginning after December 15, 2027, and for interim reporting periods within those

annual reporting periods.

Early adoption of this ASU is permitted and can be applied retrospectively, prospectively or on a

modified prospective basis.

We are currently evaluating the impact of the adoption of this ASU on our consolidated financial

statements and related disclosures.

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 plan to adopt the

standard from January 1, 2026, and w e do not expect the adoption to have a material impact on our consolidated financial

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense

5 unchanged sentences

depreciation, and intangible asset amortization included in each relevant expense caption;

as well as a qualitative description

of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

This ASU also

requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling

as well as a qualitative

description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

ASU also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of

selling expenses.

In January 2025, the FASB issued ASU 2025-01 which clarified the effective date of this ASU.

This ASU applies

to all public entities and will be effective for annual reporting periods beginning after December 15, 2026, and for interim

periods within annual reporting periods beginning after December 15, 2027.

applies to all public entities and will be effective for fiscal years beginning after December 15, 2026, and for interim periods

within fiscal years beginning after December 15, 2027.

Early adoption of this ASU is permitted.

ASU should be applied either prospectively to financial statements issued for reporting periods after the effective date of this

ASU or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the

impact of the adoption of this ASU on our consolidated financial statement disclosures.

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

Improvements to Income Tax

Disclosures .

This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures.

amendments in this ASU address investor requests for enhanced income tax information primarily through changes to the

rate reconciliation and income taxes paid information.

This ASU applies to all public entities and will be effective for fiscal

years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025.

adoption of this ASU is permitted.

We are currently evaluating the impact of the adoption of this ASU on our consolidated

financial statement disclosures.

Business Combinations and Dispositions

There have been no business combinations or dispositions for the year ended December 31, 2024.

This ASU should be applied

either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively

to any or all prior periods presented in the financial statements.

We are currently evaluating the impact of the adoption of this

ASU on our consolidated financial statements disclosures .

Business Combinations and Disposition

Business Combinations

On April 14, 2022 , we acquired all of the equity interests of vitaCare, a prescription technology and services platform,

from TherapeuticsMD, Inc.

(the "Seller") for a total purchase consideration of $ 131.8 million , inclusive of $ 149.9 million in

cash, offset by contingent considerations with a net estimated acquisition-date fair value of $ 18.1 million .

We incurred a total

of $ 1.6 million of transaction costs associated with this acquisition during 2022.

We acquired vitaCare as we believed it

would strengthen and expand our business capabilities with respect to our pharma manufacturer solutions platform.

We accounted for the vitaCare acquisition using the acquisition method of accounting in accordance with ASC 805,

Business Combinations , and recognized tangible and intangible assets acquired and liabilities assumed at their estimated

fair values as of the acquisition date.

The aggregate purchase consideration was principally allocated to tax deductible

goodwill of $ 80.6 million and other intangible assets of $ 52.0 million comprised almost entirely of developed technology and

customer relationships.

The contingent considerations recognized consisted of a contingent consideration receivable and a contingent

consideration payable with estimated acquisition-date fair values of approximately $ 19.7 million and $ 1.7 million ,

respectively.

Contingent consideration payable - The contingent consideration payable was based upon vitaCare's achievement of

certain revenue targets through 2023 which were not probable of being met as of December 31, 2022.

Accordingly, we

recognized the change in fair value of the contingent consideration payable of $ 1.7 million as a reduction of general and

administrative expenses during 2022.

The revenue targets were not met and the contingency was resolved as of December

Contingent consideration receivable - vitaCare entered into a commercial agreement with the Seller in connection with

the acquisition (the "commercial agreement") to provide certain pharmacy services to the Seller over an initial 5 -year term

with annual minimum guaranteed payments.

The estimated fair value of the contingent consideration receivable at the

acquisition date was based on the present value of the expected future annual minimum guaranteed payments in excess of

the estimated fair value of pharmacy services expected to be provided to the Seller for each year over the initial 5 -yea r term.

In December 2022, we eliminated the annual minimum guaranteed payments associated with the commercial

As a result, the fair value of the contingent consideration receivable was effectively nil as the contingency was

resolved and no future contingent payments will be received.

We recognized the change in fair value of the contingent

consideration receivable of $ 19.7 million within general and administrative expenses during 2022.

The following table reflects the pro forma unaudited consolidated results of operations for the periods presented as if

the acquisition of vitaCare had occurred on January 1, 2021.

The pro forma unaudited consolidated results of operations

give effect to certain adjustments including:

(i) costs incurred in connection with the acquisition;

(ii) amortization expense

related to the acquired intangible assets;

and (iii) elimination of vitaCare's allocated interest expense.

The pro forma

unaudited consolidated results of operations are not necessarily indicative of the operating results that would have occurred

if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating

(in thousands)

December 31, 2022

Pro forma revenue

Pro forma net loss

vitaCare's revenue in the year of acquisition of $ 5.6 million was included in the consolidated statement of operations for

the year then ended.

Disclosure of the standalone earnings or loss of vitaCare in the year of acquisition is not practicable as

expenses associated with significant back-office, product development and technology and go-to-market processes of

vitaCare had been substantially integrated into our consolidated operations.

In 2022, we also acquired flipMD, Inc., a marketplace connecting practicing physicians with organizations seeking on-

demand medical expertise for $ 7.0 million in cash.

Unaudited supplemental pro forma financial information, revenue and earnings from the date of acquisition, and

transaction costs related to our acquisitions have not been presented because the effects are not material to our

consolidated financial statements.

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

("ScriptDrop"), a prescription delivery technology platform for $ 13.4 million in cash .

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 .

On January 13, 2025, we acquired substantially all of the assets and assembled workforce of VCRx, a prescription

savings business of Vivid Clear Rx, Inc., for $ 30.0 million in cash.

VCRx operates a price comparison platform that provides

consumer prescription savings through its partnership with PBMs.

The acquisition expands our consumer reach particularly

with respect to our prescription transactions offering.

Goodwill associated with this acquisition totaled $ 11.0 million and primarily related to the expected long-term synergies

and other benefits, including the acquired assembled workforce.

The goodwill is deductible for tax purposes.

intangible assets related to this acquisition, totaled $ 19.0 million , of which $ 18.1 million was attributable to a customer

related intangible asset, with an estimated useful life of 6 years .

vitaCare Prescription Services, Inc.

In August 2023, our board of directors (our "Board") approved a plan to de-prioritize certain solutions under our pharma

manufacturer solutions offering, which, among others, included solutions supported by vitaCare.

direct offering, which, among others, included solutions supported by vitaCare Prescription Services, Inc that we acquired in

See "Note 17 .

Restructuring " for additional information.

Certain Assets of GoodRx Care, LLC

On December 9, 2022 , we completed the sale of certain technology assets of GoodRx Care, LLC, our telehealth

platform, for $ 19.5 million in cash.

We recognized a $ 11.4 million pre-tax gain on the sale which was included as a reduction

of general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2022 .

W e continue to provide consumers access to telehealth services via our GoodRx Care platform after the date of sale.

Prepaid Expenses and Other Current Assets

3 unchanged sentences

Income taxes receivable

Reimbursable third-party payments (2)

Other prepaid expenses and other current assets (2)

6 unchanged sentences

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.

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

14 unchanged sentences

Balance at beginning of the year

Goodwill disposed

Goodwill acquired

Balance at end of the year

12 unchanged sentences

Content library

$ ( 101,912 )

For the years ended December 31, 2025 , 2024 , and 2023 , amortization expense was $ 11.9 million , $ 8.8 million , and

$ 23.2 million , resp ectively .

$ 59.0 million , respectively.

Amortization of intangible assets acquired in connection with vitaCare was accelerated during the

year ended December 31, 2023 as we de-prioritized certain solutions under our pharma manufacturer solutions platform for

which these intangible assets supported.

year ended December 31, 2023 as we de-prioritized certain solutions under our pharma direct platform for which these

intangible assets supported.

See "Note 17 .

Restructuring " for additional information.

At December 31, 2024 , the expected amortization of intangible assets, net for future periods was as follows :

At December 31, 2025 , the expected amortization of intangible assets, net for future periods is as follows:

(in thousands)

11 unchanged sentences

At December 31, 2025 , the expected amortization of capitalized software, net that has been placed into service for

future periods was as follows :

future periods i s as follows:

(in thousands)

7 unchanged sentences

Income taxes payable

Reimbursable liabilities (1)

Deferred revenue

1 unchanged sentence

Total accrued expenses and other current liabilities

_____________________________________________________

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

Deferred revenue represents payments received in advance of providing services for subscriptions and certain

advertising contracts with customers .

Deferred revenue represents payments received in advance of providing services for certain advertising contracts with

customers and subscriptions.

Deferred revenue is substantially recognized as revenue within the subsequent twelve

6 unchanged sentences

For the years ended December 31, 2025 , 2024 , and 2023 , cash paid for amounts affecting the measurement of our

operating lease liabilities included in cash flows from operating activiti es was $ 9.7 million (excluding $ 1.7 million of cash

collected from lease incentive receivable) , $ 7.1 million and $ 6.4 million , respectively.

operating lease liabilities included in cash flows from operating activities was $ 10.2 million , $ 9.7 million (excluding

$ 1.7 million of cash collected from lease incentive receivable), and $ 7.1 million , respectively.

As of December 31, 2025 and 2024 , the weighted average remaining lease term was 6.9 years and 7.0 years ,

8 unchanged sentences

Operating lease liabilities, net of current portion

The estimated operating lease payments included in the table above for 2025 have been reduced by lease incentives

for leasehold improvements of $ 4.5 million .

The estimated operating lease payments included in the table above for 2026 have been reduced by expected lease

incentives for leasehold improvements o f $ 5.1 million .

The components of our income taxes are as follows :

2 unchanged sentences

Total current income tax expense

Total deferred income tax benefit

Total deferred income tax expense (benefit)

Total income tax expense (benefit)

3 unchanged sentences

(dollars in thousands)

Income taxes computed at federal statutory rate

State income taxes

Stock-based compensation

Excess tax related to stock-based compensation

Research and development credits, net of reserves

federal statutory income tax rate

State and local income taxes, net of federal income

tax effect (1)

Effect of changes in tax laws or rates enacted in the

current period

Research and development tax credits

Changes in valuation allowance

Nontaxable or nondeductible items

Nondeductible officers' compensation

Increase (decrease) in valuation allowance

Unrecognized tax benefits interest

Nondeductible penalties

Basis difference on disposition

Income tax expense (benefit)

Effective income tax rate

Excess tax related to stock-based compensation

Changes in unrecognized tax benefits

Other adjustments

Total income tax expense (benefit)

_____________________________________________________

(1) The states that contribute to the majority (greater than 50%) of the tax effect in this category include California,

Florida, Georgia, Illinois, Michigan, Minnesota, New Jersey, New York, Pennsylvania, and Texas for 2025;

California, Illinois, New Jersey, New York, Pennsylvania, and Texas for 2024;

and California for 2023.

Deferred tax assets, net consist of the following:

1 unchanged sentence

Deferred tax assets

Other assets (1)

Operating lease liabilities

1 unchanged sentence

Research and development credits, net of reserves

Tax credit carryforward

Charitable contribution carryforward

Capitalized research and development expenditures

12 unchanged sentences

Total deferred tax assets, net

____________________________________________________

(1) Certain prior period amounts have been reclassified to conform to current period presentation.

reclassifications had no impact on previously reported total deferred tax assets.

The components of income taxes paid, net of refunds received are as follows:

Year Ended December 31,

(in thousands)

State and local (1)

Total income taxes paid, net of refunds received

_____________________________________________________

(1) State and local income taxes paid to any jurisdiction did not exceed 5% of total income taxes paid, net of refunds

On July 4, 2025, H.R.

1, titled "A bill to provide for reconciliation pursuant to Title II of H.

14," commonly

referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted.

The OBBBA contains several changes to corporate

taxation including, but not limited to, capitalization of research and development expenses, limitations on deductions for

interest expense and accelerated fixed asset depreciation.

We completed our assessment of the impact from the OBBBA

and recorded the effects to our income tax expense for the year ended December 31, 2025.

Specifically, the tax effects were

principally a timing difference between current and deferred taxes due to our election to deduct 2025 domestic research and

development expenditures as incurred and to amortize previously capitalized and unamortized domestic research and

development expenditures over two years.

OBBBA did not have a material impact on our 2025 effective income tax rate.

We recognized total excess tax expense of $ 8.8 million , $ 3.7 million , and $ 7.1 million associated with equity award

exercises and vesting in income tax (expense) benefit for the years ended December 31, 2024 , 2023 and 2022 , respectively.

exercises and vesting in income tax (expense) benefit for the years ended December 31, 2025 , 2024 , and 2023 ,

respectively.

We consider all available positive and negative evidence in our assessment of the recoverability of our net deferred tax

9 unchanged sentences

operations for the year ended December 31, 2023.

As of December 31, 2024 and 2023 , our valuation allowance is attributable to certain standalone tax filings' net deferred

tax assets which are not more likely than not to be realized in the future.

Our judgment regarding the need for a valuation

allowance may reasonably change in future reporting periods due to many factors, including changes in the level of tax

profitability that we achieve, changes in tax laws or regulations and price fluctuations of our Class A common stock and its

related future tax effects from our outstanding equity awards.

As of December 31, 2025 and 2024 , our valuation allowance is attributable to certain capital and standalone tax filings'

net deferred tax assets which are not more likely than not to be realized in the future.

Our judgment regarding the need for a

valuation allowance may reasonably change in future reporting periods due to many factors, including changes in the level

of tax profitability that we achieve, changes in tax laws or regulations, and price fluctuations of our Class A common stock

and its related future tax effects from our outstanding equity awards.

At December 31, 2025 , we had U.S.

3 unchanged sentences

which will expire in varying amounts beginning 2029 .

Additionally, as of December 31, 2024 , we had California and other

state research tax credits carryforwards of $ 24.1 million , of which $ 23.9 million generally may be carried forward indefinitely.

Additionally, as of December 31, 2025 , we had state research tax

credits carryforwards of $ 25.5 million , $ 25.4 million of which generally may be carried forward indefinitely.

At December 31, 2025 , tax years 2022 and forward were subject to examination by the Internal Revenue Service

12 unchanged sentences

Increases related to current year tax positions

Decreases related to prior year tax positions

Lapse of statute of limitations

2 unchanged sentences

Increases related to current year tax positions

Decreases related to prior year tax positions

Lapse of statute of limitations

2 unchanged sentences

which, if recognized, would impact our effective tax rate.

We estimate the change in unrecognized tax benefits, due to the

expiration of statute of limitations, will not be material in 2025.

As of December 31, 2025 and 2024 , accrued interest and penalties related to uncertain tax positions were not material.

Prior to the July 10, 2024 amendment described below, our First Lien Credit Agreement (as amended from time to time,

the "Credit Agreement") provided for (i) a $ 700.0 million term loan maturing on October 10, 2025 (“First Lien Term Loan

and (ii) a revolving credit facility for up to $ 100.0 million (the “Revolving Credit Facility”) maturing on July 11, 2025 .

the "Credit Agreement") provided for (i) a $ 700.0 million term loan with a maturity date of October 10, 2025 (“First Lien Term

Loan Facility”);

and (ii) a revolving credit facility for up to $ 100.0 million (the “Revolving Credit Facility”) with a maturity date

of July 11, 2025 .

On July 10, 2024, we entered into the Sixth Amendment to First Lien Credit Agreement (the "Sixth Amendment") to,

1 unchanged sentence

extend the maturity on $ 88.0 million of the Revolving Credit Facility to April 10, 2029 and (iii) immaterially modify certain

The remaining $ 12.0 million of the Revolving Credit Facility not subject to the maturity extension will terminate on

July 11, 2025 .

Concurrent with the closing of the Sixth Amendment, we repaid the First Lien Term Loan Facility in full using

all of the proceeds from the 2024 Term Loan Facility (after giving effect to a $ 22.8 million cashless roll by continuing lenders)

and cash on hand.

The remaining $ 12.0 million of the Revolving Credit Facility not subject to the maturity extension matured on July

Concurrent with the closing of the Sixth Amendment, we repaid the First Lien Term Loan Facility in full using all of

the proceeds from the 2024 Term Loan Facility (after giving effect to a $ 22.8 million cashless roll by continuing lenders) and

cash on hand.

The 2024 Term Loan Facility and the Revolving Credit Facility are collateralized by substantially all of our

5 unchanged sentences

The 2024 Term Loan Facility requires quarterly principal payments of $ 1.25 million beginning

with the quarter end ing March 31, 2025 , with any remaining unpaid principal and any accrued interest due upon maturity.

with the quarter ended March 31, 2025 , with any remaining unpaid principal and any accrued interest due upon maturity.

may make voluntary prepayments of the 2024 Term Loan Facility from time to time, and we are required in certain instances

8 unchanged sentences

along with a $ 5.0 million original issue discount were presented as a reduction of debt, net on our consolidated balance

sheet as of December 31, 2024.

sheet as of December 31, 2025 and 2024.

The effective interest rate on our term loans for the years ended December 31, 2025 , 2024 , and 2023 was 8.55 % ,

10 unchanged sentences

unreimbursed letters of credit.

We had outstanding letters of credit issued against the Revolving Credit Fa cility for $ 8.3 million and $ 9.2 million as of

We had outstanding letters of credit issued against the Revolving Credit Facility for $ 7.8 million and $ 8.3 million as of

December 31, 2025 and 2024 , respectively, which reduces our available borrowings under the Revolving Credit Facility.

4 unchanged sentences

Principal balance under 2024 Term Loan Facility

Principal balance under First Lien Term Loan Facility

Unamortized debt issuance costs and discounts

Amortization of debt issuance costs and discounts related to our term loans was recognized as interest expense of

approximately $ 2.2 million , $ 3.0 million and $ 3.0 million in the consolidated statements of operations for the years ended

December 31, 2024 , 2023 and 2022 , respectively.

As of December 31, 2025, we were subject to a financial covenant requiring maintenance of a First Lien Net Leverage

14 unchanged sentences

Purchase Commitments

As of December 31, 2024 , we had several commitments with r emaining terms in excess of one year with a variety of

As of December 31, 2025 , we had several commitments with remaining terms in excess of one year with a variety of

vendors for services to be used in the ordinary course of business totaling $ 10.4 million .

We expect the majority of these

commitments to be spent roughly evenly per annum through 2027.

c ommitments to be spent roughly evenly per annum through 2027 .

Additionally, in January 2026, we signed a 3 -year

agreement for cloud hosting services pursuant to which we committed to spend a total of approximately $ 6.4 million through

Legal Contingencies

54 unchanged sentences

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

17 unchanged sentences

the court on December 4, 2024.

O n November 25, 2024, we entered into a settlement agreement with the NDCA plaintiffs

for $ 25.0 million , subject to approval by the court on June 12, 2025.

Based on the settlement agreement, an estimated

probable loss of $ 25.0 million was recognized within accrued expenses and other current liabilities on our consolidated

balance sheet as of December 31, 2024 .

While this amount represents our best judgment of the probable loss based on the

information currently available to us, it is subject to significant judgments and estimates and numerous factors beyond our

control, including, without limitation, final approval of the court.

In addition, while it is reasonably possible an incremental loss

may have been incurred for the indemnification of certain parties named in the class action lawsuits, a loss, or a range of

loss, is not reasonably estimable.

The results of legal proceedings are inherently uncertain, and upon final resolution of

these matters, it is reasonably possible that the actual loss may differ from our estimate .

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

others similarly situated, filed a class action lawsuit against us and certain of our executive officers in the United States

District Court for the Central District of California (Case No.

2:24-cv-3282).

The plaintiffs seek compensatory damages and

equitable relief as well as interest, fees and costs.

The complaint alleges violations of Sections 10(b) and 20(a) of the

Exchange Act and Rule 10b-5 promulgated thereunder, and asserts that we and certain of our executive officers failed to

disclose to investors the risk relating to a grocery chain taking actions that impacted acceptance of our discounted pricing for

a subset of prescription drugs from PBMs, whose pricing we promote on our platform (the “grocer issue”), which occurred

late in the first quarter of 2022.

As alleged in the complaint, when we disclosed the occurrence of the grocer issue, our stock

price fell, causing investor losses.

On July 25, 2024, U.S.

District Judge André Birotte Jr.

appointed The Kalmanson Family

as the lead plaintiff and approved selection of lead plaintiff's counsel.

We filed a motion to dismiss the class action lawsuit on

November 19, 2024.

On January 10, 2025, the plaintiffs filed their opposition to our motion to dismiss, and we filed our

response on February 11, 2025.

Additionally , on various dates between May 23, 2024 and November 6, 2024, alleged stockholders Benjamin Solomon

2:24-cv-04301), Joseph Caetano (Case No.

2:24-cv-06993), Colby Mayes (Case No.

2:24-cv-07264), Sharon

Burgs (Case No.

2:24-cv-07281), and Stephen Bushansky (Case No.

2:24-cv-09611) each filed separate derivative lawsuits

in the United States District Court for the Central District of California, in each case, purportedly on behalf of us against

certain of our current and former executive officers and directors.

The derivative complaints assert various claims, including

for violations of, and contribution under, the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control,

gross mismanagement, corporate waste and violations of insider trading laws.

The claims in each of these derivative

lawsuits are based on allegations substantially similar to those in the class action lawsuit described above and also allege

that we failed to maintain adequate internal controls.

The plaintiffs in these derivative lawsuits are seeking declaratory relief,

monetary damages, restitution, disgorgement of alleged illegal profits and/or certain governance reforms.

On December 20,

2024, plaintiffs in the derivative lawsuits agreed to consolidate the cases and stay the action pending the resolution of the

securities class action's motion to dismiss.

On February 20, 2025, the court granted the stipulation.

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.

On November 25, 2024, we entered into a settlement agreement with the NDCA plaintiffs

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

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

the settlement with prejudice, with leave for the plaintiffs to refile with additional information requested by the court.

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 December

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, during 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 consolidated balance sheet as of December 31, 2025.

19, 2025, together with another party named in the class action lawsuit, we filed an amended settlement agreement.

November 26, 2025, plaintiffs filed a motion for preliminary approval of the class settlement.

On January 16, 2026, the court

denied the motion for preliminary approval of the settlement, requesting additional information from the plaintiffs.

of the amended settlement agreements were reflective of the aggregate probable loss recorded in connection with this

matter and, as such, we did not accrue for any additional amounts.

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 es timates.

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.

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.

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.

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 damages.

We filed a motion to dismiss the complaint, which was

denied on December 17, 2024.

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 these 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

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

significant funds and the diversion of other resources to defend.

In addition, during the normal course of business, we

(including our directors and officers whom we indemnify) may become subject to, and are presently involved in, legal

proceedings, claims and litigation.

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

We have not accrued for a loss for any other matters as a loss is not probable and a loss, or a range of loss, is

not reasonably estimable.

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

loss can be reasonably estimated.

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.

On February 5, 2026, the court entered an order on our motion

for summary judgment, directing that judgment be entered dismissing plaintiff’s claims as time-barred.

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

funds and the diversion of other resources to defend.

In addition, during the normal course of business, we (including our

directors and officers whom we indemnify) may become subject to, and are presently involved in, legal proceedings, claims

and litigation.

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

the consumer privacy class action matter, we have 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.

See "Note 9 .

Accrued Expenses and Other Current Liabilities " for additional information.

Loss recoveries are recognized when a loss has been incurred and the recovery is probable.

Accrued Expenses and Other

Current Liabilities " for additional information.

Loss recoveries are recognized when a loss has been incurred and the

recovery is probable.

See "Note 4 .

Expenses and Other Current Assets " for additional information.

GoodRx as plaintiff in arbitration award - In February 2023, we initiated arbitration against Famulus Health, LLC

(“Famulus”) before the American Arbitration Association in relation to Famulus’ breach of an agreement entered into by

Famulus and us in June 2020, as amended (the “Agreement”).

We asserted claims for Famulus' breach of the confidentiality

and exclusivity provisions in the Agreement, seeking to recover damages and injunctive relief.

On February 15, 2024, an

arbitration award was rendered, which included a damages award and a permanent injunction (the "Arbitration Award").

Famulus filed a petition to vacate the Arbitration Award on February 21, 2024 in the United States District Court for the

District of South Carolina ("DSC").

We filed a petition to confirm the Arbitration Award on February 22, 2024 in the DSC.

April 2024, several motions and oppositions were filed, which were consolidated by the DSC on April 12, 2024.

September 11, 2024, the DSC entered an opinion and order denying Famulus’s motion to vacate the Arbitration Award and

granting our motion to confirm the Arbitration Award as modified by the DSC.

On October 11, 2024, we filed an application

for writ of execution in the DSC, which was issued on October 16, 2024.

The writ directs a U.S.

Marshal of the District of

South Carolina to levy Famulus’s property in execution of our ju dgment.

We cannot make any assurance as to the outcome

of the Arbitration Award or if the Arbitration Award will be collected.

Any gain on this matter is considered a gain contingency

and will be recognized in the period in which the Arbitration Award is realized or realizable, pursuant to ASC 45 0,

Contingencies .

Prepaid Expenses and Other Current Assets " for ad ditional information.

Stockholders' Equity

28 unchanged sentences

$ 72.9 million available for future repurchases of our Class A common stock under this repurchase program.

In November 2023, we repurchased 12.0 million shares of our Class A common stock (after giving effect to the

automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from related parties,

Spectrum Equity VII, L.P., Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund, L.P.

(collectively, "Spectrum"), at a price of $ 5.47 per share, representing a discount from our closing share price of $ 5.76 on the

date of the transaction execution.

The repurchase closed on November 27, 2023 for an aggregate consideration of

$ 65.9 million , inclusive of direct costs and estimated excise taxes associated with the transaction.

In March 2025, we repurchased 10.0 million , 7.0 million , and 3.0 million shares of our Class A common stock (after

giving effect to the automatic conversion of our Class B common stock to Class A common stock upon such repurchase)

from related parties, Francisco Partners IV, L.P.

and Francisco Partners IV-A (collectively, "Francisco Partners"), Idea Men,

LLC, and Spectrum Equity VII, L.P., Spectrum VII Investment Managers' Fund, L.P., and Spectrum VII Co-Investment Fund,

(collectively, "Spectrum"), respectively, for an aggregate repurchase of 20.0 million shares of our Class A common stock

at a price of $ 4.20 per share, in each case representing a discount from our closing share price of $ 4.42 as of the last

trading day prior to the execution date of these transactions.

The aggregate consideration for these repurchases was $ 84.9

million , inclusive of direct costs and estimated excise taxes associated with these transactions.

In March 2024, we repurchased 14.6 million and 6.2 million shares of our Class A common stock (after giving effect to

the automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from related

parties, Francisco Partners IV, L.P.

and Francisco Partners IV-A (collectively, "Francisco Partners") and Spectrum,

respectively, for an aggregate repurchase of 20.9 million shares of our Class A common stock at a price of $ 7.19 per share,

in each case representing a discount from our closing share price of $ 7.57 on the date of the transaction execution.

repurchases closed on March 11, 2024 for an aggregate consideration of $ 151.4 million , inclusive of direct costs and

estimated excise taxes associated with these transactions.

These related party repurchases were approved by our Board and its Audit and Risk Committee (formerly Audit

Committee) as part of the aforementioned repurchase programs.

the automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from Francisco

Partners and Spectrum, respectively, for an aggregate repurchase of 20.9 million shares of our Class A common stock at a

price of $ 7.19 per share, in each case representing a discount from our closing share price of $ 7.57 on the date of the

transaction execution.

These repurchases closed on March 11, 2024 for an aggregate consideration of $ 151.4 million ,

inclusive of direct costs and estimated excise taxes associated with these transactions.

In November 2023, we repurchased 12.0 million shares of our Class A common stock (after giving effect to the

automatic conversion of our Class B common stock to Class A common stock upon such repurchase) from Spectrum at a

price of $ 5.47 per share, representing a discount from our closing share price of $ 5.76 on the date of the transaction

The repurchase closed on November 27, 2023 for an aggregate consideration of $ 65.9 million , inclusive of direct

costs and estimated excise taxes associated with the transaction.

These related party repurchases were approved by our Board and its Audit and Risk Committee as part of the

aforementioned repurchase programs.

The following table presents information about our repurchases of our Class A common stock:

4 unchanged sentences

_____________________________________________________

(1) Cost of shares repurchased for the year ended December 31, 2024 and 2023 includes changes to the estimated

excise taxes associated with past repurchases of our Class A common stock.

(1) Includes direct costs and estimated excise taxes associated with share repurchases.

Stock-Based Compensation

11 unchanged sentences

We also allow our employees to participate in a stockholder-approved employee stock purchase plan ("ESPP").

shares available for issuance under the ESPP increases by 1% at the beginning of each calendar year based on the

aggregate number of shares of Class A and Class B common stock outstanding on the final day of the immediately

preceding calendar year and may be reduced as is determined by our Board.

In no event will more than 100.0 million shares

of Class A common stock be available for issuance under the ESPP.

The ESPP allows eligible employees to purchase our

common stock, through payroll deductions, at 85 % of the lower of the fair market value of Class A common stock on the first

trading day of the offering period or on the applicable purchase date, which will be the final trading day of the applicable

purchase period.

The ESPP is intended to qualify as an employee stock purchase plan under the IRS Code Section 423.

The stock-based compensation cost related to ESPP is not material to our consolidated financial statements.

December 31, 2024 , 24.1 million shares were available for issuance under the ESPP.

stock-based compensation cost related to ESPP is not material to our consolidated financial statements.

At December 31,

2025 , 27.5 million shares were available for issuance under the ESPP.

Stock Options

18 unchanged sentences

Wagner were fully vested and

On December 12, 2024, our Board appointed Wendy Barnes as our Chief Executive Officer and President, effective

January 1, 2025, succeeding Mr.

In December 2024, our Board appointed Wendy Barnes as our Chief Executive Officer and President, effective January

1, 2025, succeeding Mr.

In connection with her appointment, Ms.

Barnes, among other compensation, will

receive a stock option award with an aggregate value of $ 9.0 million .

The number of shares of our Class A common stock

subject to the stock option award shall be determined based on the per share Black- Scholes option pricing model as of the

first trading day of the first “open window” that occurs following January 1, 2025 .

The stock option award is early exercisable

and vests with respect to 25 % of the total award on January 15, 2026, and thereafter quarterly over the remaining three -year

Barnes, among other compensation, received a

stock option award covering 2.8 million shares of our Class A common stock with a grant date fair value of $ 9.0 million .

stock option award is early exercisable and vests with respect to 25 % of the total award on January 15, 2026, and thereafter

quarterly over the remaining three-year period.

A summary of the stock option activity is as follows:

44 unchanged sentences

employment start date, and thereafter ratably quarterly over the remaining three -year period.

Annual refresh RSU granted to

employees generally vest quarterly over a four -year period.

In limited circumstances, RSU grants to senior level executives

may have shorter vesting terms than the aforementioned.

Annual refresh RSUs granted

to employees generally vest quarterly over a four -year period.

In limited circumstances, RSU grants to senior level

executives may have shorter vesting terms than the aforementioned.

For the years ended December 31, 2025 , 2024 , and 2023 , total stock-based compensation expense related to RSUs

was $ 56.4 million , $ 68.0 million , and $ 57.0 million , respectively.

At December 31, 2024 , there was $ 139.9 million of total

At December 31, 2025 , there wa s $ 118.5 million of total

unrecognized stock-based compensation cost related to these RSUs, which is expected to be recognized over a weighted

average remaining service period of 2.6 years .

average remaining service period o f 2.6 years .

Restricted Stock Units for Class B Common Stock

21 unchanged sentences

common stock on the settlement date.

During the years ended December 31, 2024 , 2023 and 2022 , we recognized $ 4.4 million , $ 20.5 million and $ 44.5 million

of stock-based compensation expense, respectively, related to the Founders Awards.

Stock-based compensation expense

related to the Founders Awards was fully recognized as of December 31, 2024 .

During the years ended December 31, 2024 and 2023, we recognized $ 4.4 million and $ 20.5 million of stock-based

compensation expense, respectively, related to the Founders Awards.

Stock-based compensation expense related to the

Founders Awards was fully recognized as of December 31, 202 4 .

Basic and Diluted Earnings (Loss) Per Share

17 unchanged sentences

scaling and re-balancing our cost structure to drive improved profitability.

In the fourth quarter of 2024, we launched initiatives to sunset a product feature used to attract and retain consumers

and healthcare providers to our platform, which included a reduction in force.

These initiatives were substantially completed

as of December 31, 2024.

In the second quarter of 2023, we launched initiatives to de-prioritize certain solutions under our pharma manufacturer

solutions offering.

These initiatives were substantially completed as of December 31, 2023 .

We did not have any material restructuring related activities in 2022.

The following table summarizes restructuring related costs by type incurred for the years ended December 31, 2025 ,

2024 , and 2023 :

Year Ended December 31,

7 unchanged sentences

software license used to support the product feature that was sunset and presented within sales and marketing

expenses in the consolidated statement of operation s.

expenses in the consolidated statement of operations.

(2) For the year ended December 31, 2023, non-cash charges principally relate to (i) $ 46.7 million amortization of

4 unchanged sentences

statement of operations.

Non-cash charges also included $ 1.3 million loss on disposal of allocated goodwill

attributable to vitaCare.

(3) Cash charges on personnel related costs consist of termination charges arising from severance obligations,

1 unchanged sentence

active service, and other customary employee benefit payments in connection with a reduction in force.

year ended December 31, 2024, the majority of these costs were recognized in product development and

technology expenses in the consolidated statement of operations.

For the year ended December 31, 2023, $ 4.5

million of these costs were recognized in cost of revenue, $ 2.4 million in product development and technology, $ 2.2

million in sales and marketing with the remainder in general and administrative expenses in the consolidated

statement of operations .

year ended December 31, 2025, $ 3.7 million of these costs were recognized in product development and

technology, $ 3.2 million in sales and marketing with the remainder primarily in general and administrative expenses

in the consolidated statement of operations.

For the year ended December 31, 2024, the majority of these costs

were recognized in product development and technology expenses in the consolidated statement of operations.

the year ended December 31, 2023, $ 4.5 million of these costs were recognized in cost of revenue, $ 2.4 million in

product development and technology, $ 2.2 million in sales and marketing with the remainder in general and

administrative expenses in the consolidated statement of operations.

(4) For the year ended December 31, 2023, this cash payment relates to the termination of certain contracts with a

pharma manufacturer solutions client , which was recognized as a reduction of revenue in the consolidated

statement of operations.

pharma direct client, which was recognized as a reduction of revenue in the consolidated statement of operations.

As of December 31, 2025 and 2024, the liability associated with our restructuring related activities was not material.

61 unchanged sentences

End of period

Subsequent Event

On January 13, 2025 , we acquired substantially a ll of the assets and assembled workforce of VCRx, a prescription

savings business of Vivid Clear Rx, Inc., for $ 30.0 million in cash.

S imilar to our prescription transactions offering, the

acquired business operates a price comparison platform that provides consumer prescription savings through its partnership

The acquisition expands our business capabilities and consumer reach, particularly with respect to our

prescription transactions offering.

The determination of the fair values of the acquired assets 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-K

Item 9A. Controls and Procedures