Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information
On September 23, 2020, our Class A common stock began trading on the Nasdaq Global Select Market under the
symbol “GDRX.” Prior to that time, there was no public market for our common stock. There is no established public trading
market for our Class B common stock.
Holders
As of February 17, 2026 , there were 4 holders of record of our Class A common stock and 7 holders of record of our
Class B common stock.
Dividend Policy
We are a holding company that does not conduct any business operations of our own. We will only be able to pay
dividends from our available cash on hand and cash distributions and other transfers received from our subsidiaries,
including GoodRx, Inc. and GoodRx Intermediate Holdings, LLC, whose ability to make any payments to us will depend
upon many factors, including their operating results and cash flows. Additionally, our existing debt arrangements contain
covenants restricting payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met.
We have paid cash dividends on our capital stock in the past but cannot guarantee that we will continue to do so in the
future. Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon results of
operations, financial condition, capital requirements, business prospects, restrictions imposed by applicable law and other
factors our Board deems relevant.
Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser
We did not sell any equity securities during the year ended December 31, 2025 that were not registered under the
Securities Act.
The following table presents information with respect to our repurchases of Class A common stock during the three
months ended December 31, 2025 .
Period
Total Number of
Shares Repurchased (1)
Average Price Paid
per Share (2)
Total Number of Shares
Repurchased as Part of
Publicly Announced Program (1)
Approximate Dollar
Value of Shares that
May Yet Be
Repurchased
Under the Program
(in thousands)
October 1 - 31
1,930,247
$ 4.44
1,930,247
$ 72,859
November 1 - 30
—
$ —
—
$ 72,859
December 1 - 31
—
$ —
—
$ 72,859
Total
1,930,247
1,930,247
_____________________________________________________
(1) The repurchases are being executed from time to time, subject to general business and market conditions and
other investment opportunities, through open market purchases or privately negotiated transactions, which may
include repurchases through a trading plan intended to satisfy the affirmative defense conditions of Rule
10b5-1(c)(1) under the Exchange Act. See Note 14 in the notes to our audited consolidated financial statements
included elsewhere in this Annual Report on Form 10-K for additional information related to our current $450.0
million stock repurchase program with no expiration date, which was publicly announced on February 29, 2024.
(2) Average price paid per share includes direct costs and estimated excise taxes associated with the repurchases.
Performance Graph
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with
the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the
Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any
such filing, or otherwise subject to the liabilities under the Securities Act or Exchange Act, except to the extent that we
specifically incorporate it by reference into such filing.
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The following graph depicts the total five-year cumulative stockholder return on our Class A common stock from
December 31, 2020 through December 31, 2025 , relative to the performance of the Nasdaq Composite Index and the two
industries we intersect, namely, the Dow Jones Internet Services Index and S&P 500 Healthcare Index. The graph assumes
an initial investment of $100 at the close of trading on December 31, 2020 and that all dividends paid by companies included
in these indices have been reinvested. The performance shown in the graph below is not intended to forecast or be
indicative of future stock price performance.
Use of Proceeds
On September 25, 2020 , we completed our IPO. All shares sold were registered pursuant to a registration statement on
Form S-1 (File No. 333-248465), as amended (the “Registration Statement”), declared effective by the SEC on September
22, 2020.
There have been no material changes in the expected use of the net proceeds from our IPO as described in our
Registration Statement. As of December 31, 2025 , we estimated we had used approximatel y $867.4 million o f the net
proceeds from our IPO: (i) $197.9 million for the acquisition of businesses that complement our business; (ii) $435.6 million
for the repurchases of our Class A common stock; (iii) $160.0 million for the repayment of our outstanding debt obligations;
and (iv) $73.9 million for working capital and other general corporate purposes. As of December 31, 2025 , we had $19.5
million estimated remaining net proceeds from our IPO which have been invested in investment grade, interest-bearing
instruments.
Item 6. [Reserved.]
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