GoodRx Holdings, Inc. 10-K

Item 9A. Controls and Procedures. Limitations on Effectiveness of Controls and Procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025 , our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework set forth in Internal Control – Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025 . 68 Table of Contents The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in Part IV, Item 15 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 69 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The following information with respect to our Board and executive officers is presented as of February 25, 2026 : Name Age Position at GoodRx Principal Employment Wendy Barnes 53 Chief Executive Officer, President & Director Same Christopher McGinnis 54 Chief Financial Officer & Treasurer Same Romin Nabiey 39 Chief Accounting Officer Same Trevor Bezdek 48 Co-Chairman & Director — Scott Wagner 55 Co-Chairman & Director — Christopher Adams 46 Director Partner at Francisco Partners Management, L.P. Ronald E. Bruehlman 65 Director Chief Financial Officer of IQVIA Holdings Inc. Ian T. Clark 65 Director Public Company Director Dipanjan Deb 56 Director Co-founder and Chief Executive Officer of Francisco Partners Management, L.P. Douglas Hirsch 55 Director — Kelly J. Kennedy 57 Director Chief Financial Officer of Willow Innovations Gregory Mondre 51 Director Co-Chief Executive Officer of Silver Lake Agnes Rey-Giraud 61 Director Founder and Chairman of Acera Surgical Inc. The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 . Item 11. Executive Compensation. The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 . Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 . Item 14. Principal Accountant Fees and Services. The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025 . 70 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements Our consolidated financial statements are included in this Annual Report on Form 10-K beginning on page F-1. (a)(2) Financial Statement Schedules All financial statement schedules have been omitted because they are not applicable, not material or because the information required is already included in the consolidated financial statements or the notes thereto. (a)(3) Exhibits The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below. Exhibit Number Exhibit Description Incorporated by Reference Filed/ Furnished Herewith Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation 8-K 001-39549 3.1 9/28/20 3.2 Amended and Restated Bylaws 8-K 001-39549 3.2 9/28/20 4.1 Form of Certificate of Class A Common Stock S-1 333-248465 4.1 8/28/20 4.2 Form of Certificate of Class B Common Stock S-8 333-249069 4.4 9/25/20 4.3 Description of Capital Stock 10-K 001-39549 4.3 2/29/24 4.4 Amended and Restated Stockholders Agreement by and between GoodRx Holdings, Inc. and certain security holders of GoodRx Holdings, Inc., dated October 12, 2018 S-1 333-248465 4.2 8/28/20 4.5 Stockholders Agreement by and between GoodRx Holdings, Inc. and certain security holders of GoodRx Holdings, Inc., dated September 22, 2020 8-K 001-39549 10.1 9/28/20 4.6 Amended and Restated Investor Rights Agreement by and between GoodRx Holdings, Inc. and certain security holders of GoodRx Holdings, Inc., dated October 12, 2018 S-1 333-248465 4.4 8/28/20 10.1† Form of Indemnification Agreement between GoodRx Holdings, Inc. and its directors and officers S-1/A 333-248465 10.1 9/14/20 10.2† Fifth Amended and Restated 2015 Equity Incentive Plan 10-Q 001-39549 10.2 11/12/20 10.3† 2020 Incentive Award Plan S-1/A 333-248465 10.3 9/14/20 10.3.1† Form of Option Agreement pursuant to 2020 Incentive Award Plan (2020 Form) S-1/A 333-248465 10.3.1 9/14/20 10.3.2† Form of Restricted Stock Unit Agreement pursuant to 2020 Incentive Award Plan (2020 Form) S-1/A 333-248465 10.3.2 9/14/20 10.3.3† Form of Option Agreement pursuant to 2020 Incentive Award Plan (2025 Form) 10-Q 001-39549 10.1 11/4/25 71 Table of Contents 10.3.4† Form of Restricted Stock Unit Agreement pursuant to 2020 Incentive Award Plan (2025 Form) 10-Q 001-39549 10.2 11/4/25 10.3.5† First Amendment to 2020 Incentive Award Plan 10-Q 001-39549 10.1 5/13/21 10.4† GoodRx Holdings, Inc. 2020 Employee Stock Purchase Plan S-1/A 333-248465 10.4 9/14/20 10.5.1† Second Amended and Restated Employment Agreement, by and between GoodRx, Inc. and Trevor Bezdek, dated April 25, 2023 8-K 001-39549 10.2 4/25/23 10.5.2† First Amendment to Second Amended and Restated Employment Agreement, by and between GoodRx, Inc. and Trevor Bezdek, dated October 25, 2024 8-K 001-39549 10.1 10/28/24 10.6.1+ First Lien Credit Agreement by and among GoodRx, Inc., GoodRx Intermediate Holdings, LLC, the lenders party thereto, Barclays Bank PLC and the joint lead arrangers and joint lead bookrunners party thereto, dated October 12, 2018 S-1/A 333-248465 10.13 8/28/20 10.6.2+ First Lien Security Agreement by and among GoodRx, Inc., GoodRx Intermediate Holdings, LLC., Iodine, Inc., and Barclays Bank PLC, dated October 12, 2018 S-1/A 333-248465 10.16 8/28/20 10.6.3+ First Lien Guaranty by and among GoodRx, Inc., GoodRx Intermediate Holdings, LLC, Iodine, Inc. and Barclays Bank PLC, dated October 12, 2018 S-1/A 333-248465 10.17 8/28/20 10.6.4+ First Incremental Amendment to First Lien Credit Agreement by and between GoodRx, Inc., GoodRx Intermediate Holdings, LLC, Iodine, Inc., HeyDoctor, LLC, the lenders party thereto and Barclays Bank PLC, dated November 1, 2019 S-1/A 333-248465 10.14 8/28/20 10.6.5+ Second Incremental Amendment to First Lien Credit Agreement by and between GoodRx, Inc., GoodRx Intermediate Holdings, LLC, Iodine, Inc., HeyDoctor, LLC, Lighthouse Acquisition Corp., the lenders party thereto and Barclays Bank PLC, dated May 12, 2020 S-1/A 333-248465 10.15 8/28/20 10.6.6+ Third Amendment to First Lien Credit Agreement, dated June 29, 2023 10-Q 001-39549 10.5 8/9/23 10.6.7+ Fourth Amendment to First Lien Credit Agreement, dated July 7, 2023 10-Q 001-39549 10.6 8/9/23 10.6.8+ Fifth Amendment to First Lien Credit Agreement, dated February 20, 2024 8-K 001-39549 10.1 2/26/24 10.6.9+ Sixth Amendment to First lien Credit Agreement, dated July 10, 2024 8-K 001-39549 10.1 7/11/24 10.7.1^+ Office Lease Agreement by and between GoodRx, Inc. and CSHV Pen Factory, LLC, dated September 6, 2019 S-1/A 333-248465 10.19 8/28/20 72 Table of Contents 10.7.2^ First Amendment to Office Lease Agreement by and between GoodRx, Inc. and CSHV Pen Factory, LLC, dated August 14, 2020 10-Q 001-39549 10.1 8/12/21 10.7.3^+ Second Amendment to Office Lease Agreement by and between GoodRx, Inc. and CSHV Pen Factory, LLC, dated May 27, 2021 10-Q 001-39549 10.2 8/12/21 10.7.4 Third Amendment to Office Lease Agreement by and between GoodRx, Inc. and CSHV Pen Factory, LLC, dated March 18, 2022 10-Q 001-39549 10.1 5/10/22 10.7.5 Fourth Amendment to Office Lease Agreement by and between GoodRx, Inc. and Pen Factory Property Owner, LLC, dated February 7, 2024 10-Q 001-39549 10.1 5/9/24 10.7.6 Fifth Amendment to Office Lease Agreement by and between GoodRx, Inc. and Pen Factory Property Owner, LLC, dated January 2, 2025 10-Q 001-39549 10.3 5/7/25 10.8† Offer Letter for Romin Nabiey, effective May 1, 2017 10-K 001-39549 10.19 3/1/23 10.9.1† Employment Agreement, by and between GoodRx, Inc. and Karsten Voermann, dated March 4, 2024 8-K 001-39549 10.1 3/7/24 10.9.2† Separation Agreement & General Release, by and between GoodRx, Inc. and Karsten Voermann, dated January 17, 2025 10-K 001-39549 10.1 2/27/25 10.10† Employment Agreement, by and between GoodRx, Inc. and Wendy Barnes, dated December 12, 2024 8-K 001-39549 10.1 12/16/24 10.10.1† Early Exercise Option Agreement, by and between GoodRx, Inc. and Wendy Barnes, dated March 3, 2025 * 10.10.2† Retention Bonus Letter Agreement, by and between GoodRx, Inc. and Wendy Barnes, dated December 9, 2025 8-K 001-39549 10.1 12/12/25 10.11† Non-Employee Director Deferred Compensation Plan 10-K 001-39549 10.18 2/29/24 10.11.1† Form of Director Deferred Cash Fees RSU Agreement 10-K 001-39549 10.18.1 2/29/24 10.11.2† Form of Director Deferred RSU Agreement 10-K 001-39549 10.18.2 2/29/24 10.11.3† Executive Severance Plan 10-Q 001-39549 10.1 8/8/24 10.11.4† Second Amended and Restated Non- Employee Director Compensation Program, dated October 31, 2025 * 10.12.1† Employment Agreement, by and between GoodRx, Inc. and Christopher McGinnis, dated February 4, 2025 8-K 001-39549 10.1 2/5/25 73 Table of Contents 10.12.2† Retention Bonus Letter Agreement, by and between GoodRx, Inc. and Christopher McGinnis, dated December 9, 2025 8-K 001-39549 10.2 12/12/25 19.1 Insider Trading Compliance Policy 10-K 001-39549 19.1 2/27/25 21.1 List of Subsidiaries of GoodRx Holdings, Inc. * 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm * 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer * 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer * 32.1 Section 1350 Certification of Chief Executive Officer ** 32.2 Section 1350 Certification of Chief Financial Officer ** 97.1† GoodRx Holdings Inc. Policy for Recovery of Erroneously Awarded Compensation 10-K 001-39549 97.1 2/29/24 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * _____________________________________________________ * Filed herewith. ** Furnished herewith. † Indicates management contract or compensatory plan. ^ Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is treated as confidential by the Company. + The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule, or exhibit to the SEC upon request. 74 Table of Contents Item 16. Form 10-K Summary. None. 75 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized . GOODRX HOLDINGS, INC. Date: February 25, 2026 By: /s/ Christopher McGinnis Christopher McGinnis Chief Financial Officer & Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated . Name Title Date /s/ Wendy Barnes Chief Executive Officer & President February 25, 2026 Wendy Barnes (Principal Executive Officer) /s/ Christopher McGinnis Chief Financial Officer & Treasurer February 25, 2026 Christopher McGinnis (Principal Financial Officer) /s/ Romin Nabiey Chief Accounting Officer February 25, 2026 Romin Nabiey (Principal Accounting Officer) /s/ Trevor Bezdek Co-Chairman of the Board February 25, 2026 Trevor Bezdek /s/ Scott Wagner Co-Chairman of the Board February 25, 2026 Scott Wagner /s/ Christopher Adams Director February 25, 2026 Christopher Adams /s/ Ronald E. Bruehlman Director February 25, 2026 Ronald E. Bruehlman /s/ Ian T. Clark Director February 25, 2026 Ian T. Clark /s/ Dipanjan Deb Director February 25, 2026 Dipanjan Deb /s/ Douglas Hirsch Director February 25, 2026 Douglas Hirsch /s/ Kelly J. Kennedy Director February 25, 2026 Kelly J. Kennedy /s/ Gregory Mondre Director February 25, 2026 Gregory Mondre /s/ Agnes Rey-Giraud Director February 25, 2026 Agnes Rey-Giraud Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 1 Consolidated Balance Sheets F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Stockholders’ Equity F- 5 Consolidated Statements of Cash Flows F- 6 Notes to Consolidated Financial Statements F- 8 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of GoodRx Holdings, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of GoodRx Holdings, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, F-2 Table of Contents subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition – Prescription Transactions Revenue Generated from PBMs and Direct Contracts with Partner 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 from pharmacy benefit managers (“PBMs”), or customers, when a prescription is filled with the Company’s code provided through the Company’s platform. 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 platform. 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 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 overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process for prescription transactions revenue generated from PBMs and partner 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 Los Angeles, California February 25, 2026 We have served as the Company’s auditor since 2018. F-3 Table of Contents GoodRx Holdings, Inc. Consolidated Balance Sheets (in thousands, except par values) December 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 261,820 $ 448,346 Accounts receivable, net 235,746 145,934 Prescription reimbursement assets 98,331 22,944 Prepaid expenses and other current assets 47,205 42,031 Total current assets 643,102 659,255 Property and equipment, net 12,268 12,664 Goodwill 430,331 410,769 Intangible assets, net 64,082 52,102 Capitalized software, net 139,261 124,781 Operating lease right-of-use assets, net 28,808 27,794 Deferred tax assets, net 57,111 77,182 Other assets 29,095 23,520 Total assets $ 1,404,058 $ 1,388,067 Liabilities and stockholders' equity Current liabilities Accounts payable $ 19,405 $ 14,137 Prescription reimbursement liabilities 130,139 15,798 Accrued expenses and other current liabilities 86,705 83,332 Current portion of debt 5,000 5,000 Operating lease liabilities, current 4,753 5,636 Total current liabilities 246,002 123,903 Debt, net 483,264 486,711 Operating lease liabilities, net of current portion 49,789 46,040 Other liabilities 8,741 6,755 Total liabilities 787,796 663,409 Commitments and contingencies (Note 13) Stockholders' equity Preferred stock, $ 0.0001 par value; 50,000 shares authorized and nil shares issued and outstanding at December 31, 2025 and December 31, 2024 — — Common stock, $ 0.0001 par value; Class A: 2,000,000 shares authorized, 107,088 and 105,946 shares issued and outstanding at December 31, 2025 and December 31, 2024 , respectively; and Class B: 1,000,000 shares authorized, 233,964 and 276,869 shares issued and outstanding at December 31, 2025 and December 31, 2024 , respectively 34 38 Additional paid-in capital 2,026,802 2,165,633 Accumulated deficit ( 1,410,574 ) ( 1,441,013 ) Total stockholders' equity 616,262 724,658 Total liabilities and stockholders' equity $ 1,404,058 $ 1,388,067 See accompanying notes to consolidated financial statements. F-4 Table of Contents GoodRx Holdings, Inc. Consolidated Statements of Operations Year Ended December 31, (in thousands, except per share amounts) 2025 2024 2023 Revenue $ 796,853 $ 792,324 $ 750,265 Costs and operating expenses: Cost of revenue, exclusive of depreciation and amortization presented separately below 57,597 48,215 66,925 Product development and technology 121,026 123,749 135,836 Sales and marketing 331,560 367,114 341,328 General and administrative 113,960 117,862 125,515 Depreciation and amortization 85,218 69,538 107,668 Total costs and operating expenses 709,361 726,478 777,272 Operating income (loss) 87,492 65,846 ( 27,007 ) Other expense, net: Other income (expense) 718 ( 2,660 ) ( 4,008 ) Loss on extinguishment of debt — ( 2,077 ) — Interest income 10,933 23,273 32,171 Interest expense ( 42,605 ) ( 52,922 ) ( 56,728 ) Total other expense, net ( 30,954 ) ( 34,386 ) ( 28,565 ) Income (loss) before income taxes 56,538 31,460 ( 55,572 ) Income tax (expense) benefit ( 26,099 ) ( 15,070 ) 46,704 Net income (loss) $ 30,439 $ 16,390 $ ( 8,868 ) Earnings (loss) per share: Basic $ 0.09 $ 0.04 $ ( 0.02 ) Diluted $ 0.09 $ 0.04 $ ( 0.02 ) Weighted average shares used in computing earnings (loss) per share: Basic 356,327 385,737 410,315 Diluted 356,973 392,172 410,315 Stock-based compensation included in costs and operating expenses: Cost of revenue $ 357 $ 320 $ 610 Product development and technology 22,547 24,649 30,096 Sales and marketing 20,207 33,374 20,311 General and administrative 33,515 40,683 53,803 See accompanying notes to consolidated financial statements. F-5 Table of Contents GoodRx Holdings, Inc. Consolidated Statements of Stockholders’ Equity Class A and Class B Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity (in thousands) Shares Amount Balance at December 31, 2022 397,025 $ 40 $ 2,263,322 $ ( 1,448,535 ) $ 814,827 Stock options exercised 1,828 — 6,288 — 6,288 Stock-based compensation — — 117,964 — 117,964 Vesting and settlement of restricted stock units 25,008 3 — — 3 Common stock withheld related to net share settlement ( 11,661 ) ( 1 ) ( 65,671 ) — ( 65,672 ) Repurchases of Class A common stock (1) ( 18,433 ) ( 2 ) ( 103,972 ) — ( 103,974 ) Issuance of common stock through employee stock purchase plan 320 — 1,390 — 1,390 Net loss — — — ( 8,868 ) ( 8,868 ) Balance at December 31, 2023 394,087 $ 40 $ 2,219,321 $ ( 1,457,403 ) $ 761,958 Stock options exercised 3,287 — 18,887 — 18,887 Stock-based compensation — — 115,150 — 115,150 Vesting and settlement of restricted stock units 11,452 — — — — Common stock withheld related to net share settlement ( 4,336 ) — ( 29,789 ) — ( 29,789 ) Repurchases of Class A common stock (1) ( 22,085 ) ( 2 ) ( 159,702 ) — ( 159,704 ) Issuance of common stock through employee stock purchase plan 410 — 1,766 — 1,766 Net income — — — 16,390 16,390 Balance at December 31, 2024 382,815 $ 38 $ 2,165,633 $ ( 1,441,013 ) $ 724,658 Stock options exercised 41 — 61 — 61 Stock-based compensation — — 91,700 — 91,700 Vesting and settlement of restricted stock units 10,264 — — — — Common stock withheld related to net share settlement ( 3,632 ) — ( 14,467 ) — ( 14,467 ) Repurchases of Class A common stock (1) ( 48,853 ) ( 4 ) ( 217,433 ) — ( 217,437 ) Issuance of common stock through employee stock purchase plan 417 — 1,308 — 1,308 Net income — — — 30,439 30,439 Balance at December 31, 2025 341,052 $ 34 $ 2,026,802 $ ( 1,410,574 ) $ 616,262 _____________________________________________________ (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 . Stockholders' Equity " for additional information. See accompanying notes to consolidated financial statements. F-6 Table of Contents GoodRx Holdings, Inc. Consolidated Statements of Cash Flows Year Ended December 31, (in thousands) 2025 2024 2023 Cash flows from operating activities Net income (loss) $ 30,439 $ 16,390 $ ( 8,868 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 85,218 69,538 107,668 Loss on extinguishment of debt — 2,077 — Amortization of debt issuance costs and discounts 1,768 2,497 3,382 Non-cash operating lease expense 4,007 4,184 4,104 Stock-based compensation expense 76,626 99,026 104,820 Deferred income taxes 20,071 ( 11,914 ) ( 65,562 ) Loss on operating lease assets 4,409 — 1,353 Loss on disposal of capitalized software — — 7,975 Loss on minority equity interest investment — — 4,008 Other 1,810 — 1,348 Changes in operating assets and liabilities, net of effects of business acquisitions: Accounts receivable ( 88,016 ) ( 2,326 ) ( 26,467 ) Prescription reimbursement assets ( 75,387 ) ( 7,463 ) ( 15,481 ) Prepaid expenses and other assets ( 8,387 ) 13,790 ( 16,681 ) Accounts payable 4,103 ( 15,819 ) 12,034 Prescription reimbursement liabilities 114,341 10,376 5,422 Accrued expenses and other current liabilities 1,185 9,911 21,253 Operating lease liabilities ( 6,269 ) ( 4,953 ) ( 2,930 ) Other liabilities 1,986 ( 1,422 ) 914 Net cash provided by operating activities 167,904 183,892 138,292 Cash flows from investing activities Purchase of property and equipment ( 3,521 ) ( 1,240 ) ( 1,043 ) Acquisitions ( 43,440 ) — — Capitalized software ( 70,499 ) ( 69,107 ) ( 54,723 ) Other ( 2,500 ) — — Net cash used in investing activities ( 119,960 ) ( 70,347 ) ( 55,766 ) Cash flows from financing activities Proceeds from long-term debt — 472,033 — Payments on long-term debt ( 5,000 ) ( 639,038 ) ( 5,271 ) Payments of debt issuance costs — ( 2,673 ) — Repurchases of Class A common stock (1) ( 216,372 ) ( 158,845 ) ( 103,974 ) Proceeds from exercise of stock options 61 19,046 5,941 Employee taxes paid related to net share settlement of equity awards ( 14,467 ) ( 29,784 ) ( 65,481 ) Proceeds from employee stock purchase plan 1,308 1,766 1,390 Net cash used in financing activities ( 234,470 ) ( 337,495 ) ( 167,395 ) Net change in cash and cash equivalents ( 186,526 ) ( 223,950 ) ( 84,869 ) Cash and cash equivalents Beginning of period 448,346 672,296 757,165 End of period $ 261,820 $ 448,346 $ 672,296 Supplemental disclosure of cash flow information F-7 Table of Contents Income taxes paid, net of refunds received $ 13,127 $ 23,623 $ 17,243 Interest paid 40,837 55,099 48,799 Non cash investing and financing activities: Right-of-use assets obtained in exchange for operating lease liabilities 9,183 2,049 52 Stock-based compensation included in capitalized software 15,074 16,124 13,144 Capitalized software included in accounts payable and accrued expenses and other current liabilities 7,712 8,118 7,826 Capitalized software transferred from prepaid assets — — 5,751 _____________________________________________________ (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. See accompanying notes to consolidated financial statements. F-8 Table of Contents GoodRx Holdings, Inc. Notes to Consolidated Financial Statements 1 . Description of Business GoodRx Holdings, Inc. was incorporated in September 2015 and has no material assets or standalone operations other than its ownership in its consolidated subsidiaries . GoodRx, Inc. (“GoodRx”), a Delaware corporation initially formed in September 2011, is a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc. GoodRx Holdings, Inc. and its subsidiaries (collectively, "we," "us" or "our") offer information and tools to help consumers compare prices and save on their prescription drug purchases. We operate a price comparison platform that provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices through our codes that can be used to save money on prescriptions across the United States (the "prescription transactions offering"). 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. 2 . Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission. Other than net income or net loss, we do not have any other elements of comprehensive income or loss. Principles of Consolidation The consolidated financial statements include the financial statements of GoodRx Holdings, Inc., its wholly-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. The results of operations and financial position of the VIEs are not material to our consolidated financial statements. Results of businesses acquired are included in our consolidated financial statements from their respective dates of acquisition. Segment Reporting and Geographic Information Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly provided to the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. Our CODM manages our business on the basis of one operating segment. Our operating segment derives revenue in a manner as described in "Note 2 . Summary of Significant Accounting 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 The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements, including the accompanying notes. We base our estimates on historical factors; current circumstances; macroeconomic events and conditions; and the experience and judgment of our management. We evaluate our estimates and assumptions on an ongoing basis. Actual results can differ materially from these estimates, and such differences can affect the results of operations reported in future periods. Certain Risks and Concentrations Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. F-9 Table of Contents We maintain cash deposits with multiple financial institutions in the United States which, at times, may exceed federally insured limits. Cash may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. However, market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. We have not experienced any losses in such accounts. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangements and generally do not obtain or require collateral. For 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. At December 31, 2025 and 2024 , no customer accounted for more than 10% of our accounts receivable balance. Cash and Cash Equivalents We consider all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are all in financial institutions in the United States. Cash and cash equivalents consist primarily of U.S. treasury securities money market funds held with an investment bank and cash on deposit. Cash equivalents, consisting of U.S. treasury securities money market funds, of $ 164.0 million and $ 405.0 million at December 31, 2025 and 2024 , respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. Accounts Receivable and Allowance for Expected Credit Losses Accounts receivable are recognized at the amounts due from various customers, net of allowance for expected credit losses. We estimate our expected credit losses based on factors including known facts and circumstances, historical experience, reasonable and supportable forecasts of economic conditions, and the age of the uncollected balances. We write off the asset when it is determined to be uncollectible. As of December 31, 2025 and 2024 , the allowance for credit 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. We 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 invoicing. 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 Property and equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight- line method over the estimated useful lives of the assets , which are five years for furniture and fixtures and three years for computer equipment. Leasehold improvements are depreciated on the straight-line basis over the shorter of the life of the asset or the remaining lease term. Expenditures for repairs and maintenance are charged to general and administrative expenses as incurred. F-10 Table of Contents Equity Investments We retain minority equity interests in privately-held companies without readily determinable fair values. Our ownership interests are less than 20 % of the voting stock of the investees and we do not have the ability to exercise significant influence over the operating and financial policies of the investees. The equity investments are accounted for under the measurement alternative in accordance with Accounting Standards Codification (“ASC”) 321, Investments – Equity Securities , which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. Due to indicators of a decline in the financial condition of one of our investees, we recognized an impairment loss of $ 4.0 million on one of our minority equity interest investments during the year ended December 31, 2023 which was presented as other expense on the consolidated statement of operations for the year then ended. We otherwise have not recognized any other impairment losses or changes resulting from observable price changes during the years ended December 31, 2025 , 2024 , and 2023 . Equity investments included in other assets in the consolidated balance sheets was $ 15.0 million as of December 31, 2025 and 2024 . Business Combinations The results of businesses acquired in a business combination are included in the consolidated financial statements from the date of acquisition. Acquisition accounting results in assets and liabilities of an acquired business being recognized at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. We perform valuation of assets acquired and liabilities assumed for an acquisition and allocate the purchase price to its respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, comparable guideline public companies, and Level 3 inputs in the fair value hierarchy such as forecasts of revenue and margins and estimates of royalty and discount rates, as applicable. We may engage the assistance of valuation specialists in concluding on fair value measurements of certain assets acquired or liabilities assumed in a business combination. During the measurement period, which shall not exceed one year from the acquisition date, we may adjust provisional amounts recognized for assets acquired and liabilities assumed to reflect new information subsequently obtained regarding facts and circumstances that existed as of the acquisition date. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. We had one reporting unit during 2025 , 2024 , and 2023 . We review goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, we may first perform an optional qualitative assessment. If we determine it is not more likely than not our reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of our reporting unit exceeds its fair value, we will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. No impairments were recognized in 2025 , 2024 , or 2023 . Gains and losses on the disposition of a business, which are recognized in general and administrative expenses in the consolidated statements of operations, include the carrying amount of goodwill related to the business disposed. When a portion of a reporting unit that constitutes a business is to be disposed of, the amount of goodwill to be included in that carrying amount is determined based on the relative fair values of the business disposed and the portion of the reporting unit that will be retained. Intangible Assets 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 analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives on a straight-line basis, which approximates the pattern in which the economic benefits of the assets are consumed, which is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. In such event, we will adjust the estimated useful life and amortize the carrying value prospectively over the adjusted remaining useful life. F-11 Table of Contents Capitalized Software Costs We account for our internal-use software costs in accordance with ASC 350-4 0, Internal-Use Software . Capitalization of internal-use costs begins when the preliminary project stage is complete, management with the relevant authority authorizes and commits to funding the project, it is probable that the project will be completed, and the software will be used for the function intended. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs for post-configuration training, maintenance, and minor modifications or enhancements are included in product development and technology expenses in the consolidated statements of operations as incurred. Capitalized internal-use costs are amortized on a straight-line basis over their estimated useful life of three years , which is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. In such event, we will adjust the estimated useful life and amortize the carrying value prospectively over the adjusted remaining useful life. Leases We account for leases in accordance with ASC 842, Leases . We have elected to account for lease and non-lease components as a single lease component and also elected not to recognize operating lease right-of-use assets and operating lease liabilities for leases with an initial term of twelve months or less. Lease payments for short-term leases are recognized as lease expense on a straight-line basis over the lease term. We determine if a contract is, or contains, a lease at inception. All of our leases are operating leases. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments, less any tenant improvement allowance incentives when it is reasonably certain they will be received, over the lease term discounted using our incremental borrowing rate. As none of our leases provide an implicit rate, the incremental borrowing rate used is estimated based on what we would be required to pay for a collateralized loan over a similar term as the lease. Lease payments include fixed payments and variable payments based on an index or rate, if any, and are recognized as lease expense on a straight-line basis over the term of the lease. Variable lease payments not based on a rate or index are expensed as incurred. The lease term includes options to extend or terminate the lease when it is reasonably certain they will be exercised. Certain of our leases contain renewal options for periods of up to ten years and early termination options 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 We account for the impairment of long-lived assets in accordance with ASC 360, Property, Plant, and Equipment . In accordance with ASC 360, long-lived assets to be held and used are reviewed for impairment when events or changes in circumstances indicate that their carrying values may not be recoverable. We perform impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying value. If an asset is determined to be impaired, the impairment is measured by the amount that the carrying value of the asset exceeds its fair value. 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. These 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. F-12 Table of Contents Income Taxes Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the consolidated financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Deferred tax assets are evaluated for recoverability each reporting period by assessing all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized. To the extent sufficient positive evidence becomes available, all or a portion of the valuation allowance may be released in one or more future periods. A release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and an income tax benefit for the period in which such release is recognized. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. We recognize interest and penalties accrued related to our uncertain tax positions in income tax (expense) benefit in the consolidated statements of operations. Revenue We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised good or service is transferred to the customer in an amount that reflects the consideration for which we are expected to be entitled to in exchange for those services. We consider pharmacy benefit managers ("PBMs") , pharmacies, 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. 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 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. We are the 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 customer. 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: Year Ended December 31, (in thousands) 2025 2024 2023 Prescription transactions revenue $ 544,001 $ 577,549 $ 550,738 Subscription revenue 83,786 86,536 94,410 Pharma direct revenue (1) 151,380 107,237 85,065 Other revenue 17,686 21,002 20,052 Total revenue $ 796,853 $ 792,324 $ 750,265 ____________________________________________________ (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. Restructuring" for additional information. Prescription Transactions Revenue We operate a price comparison platform that provides consumers with curated, geographically relevant prescription pricing, and provides access to negotiated prices through our codes that can be used to save money on prescriptions across the United States. These services are free to the consumers. F-13 Table of Contents Prescription transactions revenue is primarily generated from PBMs, or customers, when a prescription is filled with our code provided through our platform. We contract with PBMs that manage formularies and prescription transactions including establishing pricing between consumers and pharmacies. 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 consumer claims at the point of sale for partner pharmacies, which may include marketing through our mobile apps, websites, and cards. 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 pharmacies. 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. We estimate the amount expected to be entitled to using the expected value method based on historical experience of the number of prescriptions filled, ineligible fills and applicable rates. We generally receive payment from our customers within thirty days of the month end in which the prescriptions were filled. However, portions of payments may not be received for up to one year to the extent of 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 discounts to a limited number of consumers on a limited number of prescription drugs for a limited time ("limited marketing promotions") that reduce prices on prescription drugs to acquire, re-engage, or generally increase consumer utilization of our platform. None of our contracts with customers require us to provide discounts to consumers. Consumer discounts on prescription drugs where our customers are the partner pharmacies are recognized as a reduction of revenue. For consumer discounts on prescription drugs where our customers are the PBMs, we evaluate whether such discounts represent payments to a customer, which are recognized as a reduction of revenue if no distinct benefit is received, or, whether the discounts relate to limited marketing promotions, which are recognized as sales and marketing expenses. We consider various factors including whether the discounts are made available for a limited time on a limited number of prescription drugs, consumer eligibility requirements, whether discounts are targeted towards consumer transactions with specific partner pharmacies or PBMs, and whether there is involvement or reasonable expectations of our customers with regards to the discounts. All our consumer incentives are recognized at the time the prescription is filled. In December 2023, we implemented a change in some aspects of our consumer incentives program whereby the incentives are no longer limited marketing promotions and we believe our customers can now reasonably expect to benefit from these incentives. As a result, all consumer discounts subsequent to this change were recognized as a reduction of prescription transactions revenue. Consumer incentives recognized as a reduction of revenue were $ 11.2 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 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 June 2025. 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. F-14 Table of Contents Under Kroger Savings, subscribers paid an annual upfront fee, a portion of which we shared with Kroger, for a subscription that provided access to lower prices on prescriptions at Kroger pharmacies. Subscribers were able to enroll in Kroger Savings through July 1, 2023 and the offering sunset in July 2024. Kroger Savings subscription fees were nonrefundable to the subscriber after the first thirty days unless we canceled the subscription, in which case the subscriber was entitled to a pro rata refund. We recognized revenue for Kroger Savings on a straight-line basis over the subscription period, net of the fee shared with Kroger. 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. 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. Pharma manufacturers can also integrate their affordability solutions, such as co-pay cards, patient assistance 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 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 specific contractual provisions. Payments are due generally within thirty to ninety days of invoice but may extend up to 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 Other revenue consists principally of telehealth revenue. Telehealth revenue consists of revenues generated from consumers who complete a telehealth visit with a member of our network of qualified medical professionals. 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 Cost of revenue consists primarily of costs related to outsourced consumer support; healthcare provider costs; costs related to prescriptions delivered ; personnel costs, including salaries, benefits, bonuses, and stock-based compensation expense, for our consumer support employees; hosting costs; merchant account fees; processing fees; allocated overhead; and as applicable, fulfillment costs for certain solutions provided to customers under our pharma direct 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. F-15 Table of Contents Product Development and Technology Costs related to the development of products are charged to product development and technology expense as incurred. Product development and technology expense consists primarily of personnel costs, including salaries, benefits, bonuses, and stock-based compensation expense, for employees involved in product development activities; costs related to third- party services and contractors associated with product development, information technology and software-related costs; and allocated overhead. Product development and technology costs also include, as applicable , losses from the disposal of capitalized development costs related to internal-use software that are not yet ready for their intended use. Sales and Marketing Sales and marketing costs consist primarily of advertising, marketing and promotional expenses for consumer acquisition and retention including certain consumer discounts that are expensed as incurred. Production costs are expensed as of the first date the advertisement takes place. Advertising costs were $ 203.3 million , $ 211.4 million , and $ 198.8 million for the years ended December 31, 2025 , 2024 , and 2023 , respectively. Sales and marketing expenses also include personnel costs, including salaries, benefits, bonuses, stock-based compensation expense, and sales commissions, for sales and marketing employees; costs related to third-party services and contractors; marketing software-related costs; and allocated overhead. Sales commissions are expensed as incurred. General and Administrative General and administrative costs are expensed as incurred and primarily include personnel costs, including salaries, benefits, bonuses, and stock-based compensation expense, for executive, finance, accounting, legal, and human resources functions; credit losses for accounts receivable; as well as professional fees; occupancy costs; other general overhead costs; and as applicable , loss on operating lease assets and legal settlement charges, net of insurance recoveries. Depreciation and Amortization Our depreciation and amortization expenses include depreciation of property and equipment, and amortization of capitalized internal-use software costs and intangible assets. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are derived principally from or corroborated by observable market data by correlation or other means, or inputs other than quoted prices that are observable for the asset or liability; and Level 3 Unobservable inputs for the asset or liability based on management’s assumptions. When determining the fair value measurements for assets and liabilities which are required to be measured at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. Goodwill, intangible assets and other long-lived assets, and equity investments are measured at fair value on a nonrecurring basis, only if impaired. The carrying amounts reported in the consolidated financial statements approximate the fair value for 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 Compensation cost is allocated to cost of revenue, product development and technology, sales and marketing, and general and administrative expenses in the consolidated statements of operations for stock options and restricted stock units (“RSUs”) based on the fair value of these awards at the date of grant. For awards that vest based on continued service, stock-based compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For awards with performance vesting conditions, stock-based compensation cost is recognized on a graded vesting basis over the requisite service period when it is probable the performance condition will be achieved, with a cumulative adjustment for the portion of the service period that occurred for the period prior to the performance condition becoming probable of being achieved. The requisite service period for awards with service and performance conditions is the longer of the service period or the performance period. The grant date fair value of stock options that F-16 Table of Contents contain service or performance conditions is estimated using the Black-Scholes option-pricing model and the grant date fair value of RSUs that contain service or performance conditions is estimated based on the fair value of our common stock. Forfeitures are recognized when they occur. Determining the fair value of stock-based awards requires judgment. The Black-Scholes option-pricing model is used to estimate the fair value of stock options, while the fair value of our common stock at the date of grant is used to measure the fair value of RSUs. The assumptions used in the Black-Scholes option-pricing model requires the input of subjective assumptions and are as follows : • The fair value of common stock is determined on the grant date using the closing price of our Class A common stock. • Expected volatility is based on a blended approach that utilizes our historical and implied volatility for periods in which we have sufficient information and the historical and implied volatility of a publicly traded peer group based on daily price observations over a period equivalent to the expected term of the stock option grants. • The expected term is based on historical and estimates of future exercise behavior. For stock options considered to be “plain vanilla” options, the expected term is based on the simplified method, as our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. Substantially all of our stock options granted are considered to be "plain vanilla" options. • The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the options. • The dividend yield is based on our current expectations of dividend payouts. The assumptions used in our Black-Scholes option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation could be materially different in the future. Basic and Diluted Earnings (Loss) Per Share We have two classes of common stock, Class A and Class B. Basic and diluted earnings (loss) per share attributable to common stockholders of our Class A and Class B common stock are the same because they are entitled to the same liquidation and dividend rights. We compute earnings (loss) per share using the two-class method required for participating securities. The two-class method requires net income to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. In periods where we have net losses, losses are not allocated to participating securities as they are not required to fund the losses. Basic earnings (loss) per share is computed by dividing net income or loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Weighted average number of common shares outstanding includes contingently issuable shares where there is no circumstance under which those shares would not be issued. We compute diluted earnings or loss per share under a two-class method. For periods when we have net income, net income is reallocated between common stock, potential common stock and participating securities. Stock-based awards that contain vesting provisions contingent on achievement of performance or market conditions are included in the computation of diluted earnings per share, if dilutive, from the beginning of the period or date of issuance if later, if all necessary conditions to vest have been satisfied during the period. If all conditions have not been met by the end of the period, dilutive earnings per share includes the number of shares that would be issuable if the end of the period were the end of the 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 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 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. The disclosure requirements can be applied either on a prospective or retrospective basis. We adopted this ASU effective for the year F-17 Table of Contents 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. The amendments in this ASU, amongst other things, eliminate accounting considerations of software development stages and instead require entities to capitalize internal-use software costs when management commits to funding the software project and it is probable the project will be completed and will be used to perform the function intended . This ASU will be effective for all entities for annual reporting periods 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. This ASU amends ASC 326-20 in part to provide a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and/or current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers . 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 statements . In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. This ASU requires entities to disclose the amounts of purchases of inventory, employee compensation, 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 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 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. 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 . 3 . Business Combinations and Disposition Business Combinations 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. ScriptDrop 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 . VCRx 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. Identifiable 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 . F-18 Table of Contents Disposition vitaCare Prescription Services, Inc. In August 2023, our board of directors (our "Board") approved a plan to de-prioritize certain solutions under our pharma direct offering, which, among others, included solutions supported by vitaCare Prescription Services, Inc that we acquired in 2022. See "Note 17 . Restructuring " for additional information. 4 . Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following : December 31, (in thousands) 2025 2024 Insurance recovery receivable (1) $ 11,900 $ 14,900 Income taxes receivable 7,223 — Other prepaid expenses and other current assets (2) 28,082 27,131 Total prepaid expenses and other current assets $ 47,205 $ 42,031 _____________________________________________________ (1) Represents a receivable for the probable recovery related to an incurred loss in connection with certain contingencies. Loss recoveries are recognized when a loss has been incurred and the recovery is probable. This determination is based on our analysis of the underlying insurance policies, historical experience with insurers, and ongoing review of the solvency of insurers, among other factors . (2) Other current assets were not material as of December 31, 2025 and 2024 . 5 . Property and Equipment, Net Property and equipment, net consists of the following: December 31, (in thousands) 2025 2024 Leasehold improvements $ 16,110 $ 16,169 Furniture and fixtures 9,425 9,459 Computer equipment 5,706 4,958 Construction in progress 3,316 308 Total property and equipment 34,557 30,894 Less: Accumulated depreciation ( 22,289 ) ( 18,230 ) Total property and equipment, net $ 12,268 $ 12,664 For the years ended December 31, 2025 , 2024 , and 2023 , depreciation expense was $ 4.2 million , $ 4.5 million , and $ 4.8 million , respectively. 6 . Goodwill The following table presents changes in the carrying amount of goodwill: December 31, (in thousands) 2025 2024 Balance at beginning of the year $ 410,769 $ 410,769 Goodwill acquired 19,562 — Balance at end of the year $ 430,331 $ 410,769 F-19 Table of Contents 7 . Intangible Assets, Net The following tables present details of our intangible assets, net: December 31, 2025 (dollars in thousands) Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (in years) Customer relationships 6 - 13 $ 94,100 $ ( 35,464 ) $ 58,636 6.3 Developed technology 1 - 5 58,628 ( 53,923 ) 4,705 3.6 Trademarks 1 - 9 13,185 ( 12,444 ) 741 2.8 Content library 3 6,000 ( 6,000 ) — 0.0 $ 171,913 $ ( 107,831 ) $ 64,082 6.0 December 31, 2024 (dollars in thousands) Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (in years) Customer relationships 9 - 13 $ 75,500 $ ( 25,828 ) $ 49,672 7.7 Developed technology 1 - 5 56,298 ( 54,297 ) 2,001 1.8 Trademarks 1 - 9 12,716 ( 12,287 ) 429 4.6 Content library 3 9,500 ( 9,500 ) — 0.0 $ 154,014 $ ( 101,912 ) $ 52,102 7.4 For the years ended December 31, 2025 , 2024 , and 2023 , amortization expense was $ 11.9 million , $ 8.8 million , and $ 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 direct platform for which these intangible assets supported. See "Note 17 . Restructuring " for additional information. At December 31, 2025 , the expected amortization of intangible assets, net for future periods is as follows: (in thousands) Year Ending December 31, 2026 $ 11,337 2027 11,017 2028 10,676 2029 10,546 2030 10,242 Thereafter 10,264 $ 64,082 8 . Capitalized Software, Net The following table presents details of our capitalized software, net as follows: December 31, (in thousands) 2025 2024 Capitalized software costs $ 326,203 $ 253,309 Less: Accumulated amortization ( 186,942 ) ( 128,528 ) Total capitalized software, net $ 139,261 $ 124,781 For the years ended December 31, 2025 , 2024 , and 2023 , amortization expense was $ 69.1 million , $ 56.2 million , and $ 43.9 million , respectively. Amortization had not started on $ 19.6 million of capitalized software costs that were not yet ready for intended use as of December 31, 2025 . F-20 Table of Contents At December 31, 2025 , the expected amortization of capitalized software, net that has been placed into service for future periods i s as follows: (in thousands) Year Ending December 31, 2026 $ 64,062 2027 39,719 2028 15,865 $ 119,646 9 . Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following : December 31, (in thousands) 2025 2024 Accrued bonus and other payroll related $ 25,434 $ 28,260 Accrued legal settlement 30,500 25,000 Accrued marketing 11,063 14,311 Income taxes payable — 1,457 Deferred revenue 6,705 6,036 Other accrued expenses 13,003 8,268 Total accrued expenses and other current liabilities $ 86,705 $ 83,332 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 months. 10 . Leases Our leases consist of office facilities under noncancelable operating lease arrangements that expire at various dates through 2036 . Our leases do not contain any material (i) non-lease components, (ii) variable lease costs, (iii) short-term lease expenses, (iv) residual value guarantees or (v) material restrictive covenants. For the years ended December 31, 2025 , 2024 , and 2023 , lease expense of $ 8.3 million , $ 8.1 million , and $ 8.0 million , respectively, was included in costs and operating expenses in the consolidated statements of operations. 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 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 , respectively, and the weighted average discount rate was 7.2 % and 7.0 % , respectively. The following table presents maturities of operating lease liabilities at December 31, 2025 : (in thousands) Year Ending December 31, 2026 $ 4,753 2027 10,863 2028 11,440 2029 11,561 2030 11,700 Thereafter 21,972 Total operating lease payments 72,289 Less: Effects of discounting ( 17,747 ) Present value of operating lease liabilities $ 54,542 F-21 Table of Contents Operating lease liabilities, current $ 4,753 Operating lease liabilities, net of current portion $ 49,789 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 . 11 . Income Taxes The components of our income taxes are as follows : Year Ended December 31, (in thousands) 2025 2024 2023 Current Federal $ 2,457 $ 23,155 $ 16,588 State 3,571 3,829 2,270 Total current income tax expense 6,028 26,984 18,858 Deferred Federal 19,442 ( 9,415 ) ( 41,856 ) State 629 ( 2,499 ) ( 23,706 ) Total deferred income tax expense (benefit) 20,071 ( 11,914 ) ( 65,562 ) Total Federal 21,899 13,740 ( 25,268 ) State 4,200 1,330 ( 21,436 ) Total income tax expense (benefit) $ 26,099 $ 15,070 $ ( 46,704 ) The following is a reconciliation of the U.S. federal statutory rate of 21.0% to our effective income tax rate: Year Ended December 31, (dollars in thousands) 2025 2024 2023 Amount Percent Amount Percent Amount Percent U.S. federal statutory income tax rate $ 11,873 21.0 % $ 6,607 21.0 % $ ( 11,670 ) 21.0 % State and local income taxes, net of federal income tax effect (1) 2,948 5.2 % 1,162 3.7 % ( 16,829 ) 30.3 % Effect of changes in tax laws or rates enacted in the current period 761 1.3 % — — — — Research and development tax credits ( 1,606 ) ( 2.8 %) ( 1,855 ) ( 5.9 %) 1,673 ( 3.0 %) Changes in valuation allowance 1,224 2.2 % 533 1.7 % ( 36,323 ) 65.4 % Nontaxable or nondeductible items Nondeductible officers' compensation 1,722 3.0 % 6,997 22.2 % 10,641 ( 19.1 %) Excess tax related to stock-based compensation 7,548 13.4 % 3,163 10.1 % 6,131 ( 11.0 %) Other 893 1.6 % 776 2.5 % 729 ( 1.3 %) Changes in unrecognized tax benefits 750 1.3 % ( 2,309 ) ( 7.3 %) ( 1,009 ) 1.8 % Other adjustments ( 14 ) 0.0 % ( 4 ) 0.0 % ( 47 ) 0.1 % Total income tax expense (benefit) $ 26,099 46.2 % $ 15,070 47.9 % $ ( 46,704 ) 84.0 % _____________________________________________________ (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: December 31, (in thousands) 2025 2024 Deferred tax assets Other assets (1) $ 7,026 $ 10,961 Operating lease liabilities 13,340 12,599 F-22 Table of Contents Stock-based compensation 13,849 12,254 Research and development credits, net of reserves 14,369 13,319 Capitalized research and development expenditures 5,833 27,289 Intangible assets 7,100 5,762 Accrued legal settlement 7,472 6,830 Net operating losses 10,320 9,966 Total deferred tax assets 79,309 98,980 Valuation allowance ( 10,024 ) ( 8,670 ) Deferred tax assets, net of valuation allowance 69,285 90,310 Deferred tax liabilities Other liabilities ( 439 ) ( 340 ) Operating lease right-of-use assets, net ( 7,022 ) ( 6,774 ) Property and equipment ( 1,798 ) ( 2,379 ) Insurance recovery receivable ( 2,915 ) ( 3,635 ) Total deferred tax liabilities ( 12,174 ) ( 13,128 ) Total deferred tax assets, net $ 57,111 $ 77,182 ____________________________________________________ (1) Certain prior period amounts have been reclassified to conform to current period presentation. These 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) 2025 2024 2023 Federal $ 9,000 $ 21,519 $ 13,901 State and local (1) 4,127 2,104 3,342 Total income taxes paid, net of refunds received $ 13,127 $ 23,623 $ 17,243 _____________________________________________________ (1) State and local income taxes paid to any jurisdiction did not exceed 5% of total income taxes paid, net of refunds received . On July 4, 2025, H.R. 1, titled "A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 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, 2025 , 2024 , and 2023 , respectively. We consider all available positive and negative evidence in our assessment of the recoverability of our net deferred tax assets each reporting period. In 2021, we had cumulative three -year pre-tax losses adjusted for permanent book to tax adjustments principally from substantial excess tax benefits realized in 2021 and 2020 and thus recognized a full valuation allowance against our net deferred tax assets in excess of amortizable goodwill which we maintained through the end of 2022. During 2023, we determined that a valuation allowance against the majority of our net deferred tax assets was no longer required primarily due to sustained tax profitability (pre-tax earnings or loss adjusted by permanent book to tax differences), which was objective and verifiable evidence, and anticipated future earnings. As a result, we released $ 54.6 million of our valuation allowance and recognized it as an income tax benefit in the consolidated statement of operations for the year ended December 31, 2023. 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. F-23 Table of Contents At December 31, 2025 , we had U.S. federal net operating loss carryforwards ("NOLs") of $ 21.3 million available to reduce future federal income taxes which are carried over indefinitely but utilization is subject to an 80% taxable income limitation. At December 31, 2025 , we also had state NOLs of $ 123.3 million available to reduce future state income taxes which will expire in varying amounts beginning 2029 . 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 (“IRS”), and tax years 2021 and forward were subject to examination by the various state taxing jurisdictions in which we are subject to tax. At December 31, 2025 , we were not subject to any federal or state income tax audits. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: (in thousands) Gross unrecognized tax benefits at December 31, 2022 $ 14,698 Increases related to prior year tax positions 409 Increases related to current year tax positions 746 Decreases related to prior year tax positions ( 1,080 ) Lapse of statute of limitations ( 576 ) Gross unrecognized tax benefits at December 31, 2023 14,197 Increases related to prior year tax positions 70 Increases related to current year tax positions 1,642 Lapse of statute of limitations ( 2,479 ) Gross unrecognized tax benefits at December 31, 2024 13,430 Increases related to prior year tax positions 405 Increases related to current year tax positions 1,468 Decreases related to prior year tax positions ( 64 ) Lapse of statute of limitations ( 5 ) Gross unrecognized tax benefits at December 31, 2025 $ 15,234 As of December 31, 2025 , we had gross unrecognized tax benefits of approximately $ 15.2 million , $ 13.4 million of which, if recognized, would impact our effective tax rate. As of December 31, 2025 and 2024 , accrued interest and penalties related to uncertain tax positions were not material. 12 . Debt 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 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, among other things, (i) establish a $ 500.0 million term loan (the “2024 Term Loan Facility”) that matures on July 10, 2029 (ii) extend the maturity on $ 88.0 million of the Revolving Credit Facility to April 10, 2029 and (iii) immaterially modify certain covenants. The remaining $ 12.0 million of the Revolving Credit Facility not subject to the maturity extension matured 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 2024 Term Loan Facility and the Revolving Credit Facility are collateralized by substantially all of our assets and 100 % of the equity interest of GoodRx. The 2024 Term Loan Facility bears interest, at our option, at either (i) a term rate based on the Secured Overnight Financing Rate (“SOFR”), subject to a “floor” of 0.00 % , plus a margin of 3.75 % ; or (ii) an alternate base rate plus a margin of 2.75 % . Interest is paid monthly. The 2024 Term Loan Facility requires quarterly principal payments of $ 1.25 million beginning with the quarter ended March 31, 2025 , with any remaining unpaid principal and any accrued interest due upon maturity. We may make voluntary prepayments of the 2024 Term Loan Facility from time to time, and we are required in certain instances related to asset dispositions, casualty events, non-permitted debt issuances and annual excess cash flow, to make mandatory prepayments of the 2024 Term Loan Facility. In connection with the Sixth Amendment, we recognized a $ 2.1 million loss on the extinguishment of debt related to the write-off of a portion of existing unamortized debt issuance costs and discounts. Third-party transaction costs incurred related to the 2024 Term Loan Facility was $ 4.7 million , of which $ 2.7 million were expensed as incurred as other expense in our consolidated statement of operations for the year ended December 31, 2024. The remaining third-party transaction costs F-24 Table of Contents 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, 2025 and 2024. The effective interest rate on our term loans for the years ended December 31, 2025 , 2024 , and 2023 was 8.55 % , 9.05 % , and 8.46 % , respectively. We had no borrowings against the Revolving Credit Facility as of December 31, 2025 and 2024 . Borrowings under our Revolving Credit Facility, if any, bear interest, at our option, at either (i) Term SOFR plus a margin ranging from 2.50 % to 3.00 % ; or (ii) an alternate base rate plus a margin ranging from 1.50 % to 2.00 % , each with the applicable margin dependent on our First Lien Net Leverage Ratio (as defined in the Credit Agreement). We incur a commitment fee ranging from 0.25 % to 0.50 % per annum, depending on our First Lien Net Leverage Ratio, on any unused commitments. In addition, the Revolving Credit Facility has a fixed fronting fee of 0.125 % per annum for aggregate undrawn and disbursed but unreimbursed letters of credit. 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. The outstanding letters of credit principally relate to a facility lease and is eligible to decrease by 10% of the then outstanding amount per year, commencing in 2023. Our debt balance is as follows: December 31, (in thousands) 2025 2024 Principal balance under 2024 Term Loan Facility $ 495,000 $ 500,000 Less: Unamortized debt issuance costs and discounts ( 6,736 ) ( 8,289 ) $ 488,264 $ 491,711 As of December 31, 2025, we were subject to a financial covenant requiring maintenance of a First Lien Net Leverage Ratio not to exceed 8.2 to 1.0 only in the event that the amounts outstanding under the Revolving Credit Facility exceed a specified percentage of commitments under the Revolving Credit Facility, and other nonfinancial covenants under the Credit Agreement. Additionally, GoodRx is restricted from making dividend payments, loans, or advances to us. At December 31, 2025 , we were in compliance with our covenants. The following table presents details of the future principal payments under our 2024 Term Loan Facility at December 31, 2025 : (in thousands) Year Ending December 31, 2026 $ 5,000 2027 5,000 2028 5,000 2029 480,000 Total principal payments $ 495,000 13 . Commitments and Contingencies Refer to “Note 10 . Leases ” and “Note 12 . Debt ,” for details of contractual obligations for our non-cancelable operating leases and principal payments under our debt agreements, respectively. Purchase Commitments 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 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 2028 . Legal Contingencies Consumer privacy class action - Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five separate putative class actions lawsuits against Google, Meta, Criteo and us, alleging generally that we have not adequately protected consumer privacy and that we communicated consumer information to third parties, including the three co- defendants. Four of the plaintiffs allege common law intrusion upon seclusion and unjust enrichment claims, as well as F-25 Table of Contents claims under California’s Confidentiality of Medical Information Act, Invasion of Privacy Act, Consumer Legal Remedies Act, and Unfair Competition Law. One of these four plaintiffs additionally brings a claim under the Electronic Communications Privacy Act. The fifth plaintiff brings claims for common-law unjust enrichment and violations of New York’s General Business Law. Four of these cases were originally filed in the United States District Court for the Northern District of California ("NDCA") (Cases No. 3:23-cv-00501; 3:23-cv-00744; 3:23-cv-00940; and 4:23-cv-01293). One case was originally filed in the United States District Court for the Southern District of New York (Case No. 1:23-cv-00943); however, that case was voluntarily dismissed and re-filed in the NDCA (Case No. 3:23-cv-01508). These five matters have been consolidated and assigned to U.S. District Judge Araceli Martínez-Olguín in the NDCA. The court also set a briefing schedule for filing a single consolidated complaint, which the plaintiffs filed on May 21, 2023 (Case No. 3:23-cv-00501-AMO; the "NDCA Class Action Matter"), as well as motions to dismiss and motions to compel arbitration. In addition to the aforementioned claims, the plaintiffs in the now consolidated matter bring claims under the Illinois Consumer Fraud and Deceptive Business Practices Act, common law negligence and negligence per se, in each case, pleaded in the alternative. The plaintiffs are seeking various forms of monetary damages (such as statutory damages, compensatory damages, attorneys’ fees, and disgorgement of profits) as well as injunctive relief. Briefing on the motions to dismiss and motions to compel arbitration was completed on August 24, 2023. On October 27, 2023, six plaintiffs filed a class action complaint (Case No. 1:23-cv-24127-BB; the “SDFL Class Action Matter”) against us in the United States District Court for the Southern District of Florida ("SDFL"). The plaintiffs alleged, on behalf of the same nationwide class as the NDCA Class Action Matter, substantially the same statutory and common law violation claims as alleged in that matter as well as claims based on the federal Electronic Communications Privacy Act, invasion of privacy under California common law and the California constitution, invasion of privacy under New Jersey's Constitution, and violations of Pennsylvania’s Wiretapping and Electronic Surveillance Control Act, Florida’s Security of Communications Act, New York’s Civil Rights Law and Stop Hack and Improve Electronic Data Security Act. The plaintiffs in the SDFL Class Action Matter seek various forms of monetary damages as well as injunctive and other unspecified equitable relief. On October 27, 2023, we entered into a proposed settlement agreement with the plaintiffs in the SDFL Class Action Matter, on behalf of a nationwide settlement class that includes the NDCA Class Action Matter, which provides for a payment of $ 13.0 million by us. On October 30, 2023, the plaintiffs in the SDFL Class Action Matter filed a motion and memorandum in support of preliminary approval of the proposed class action settlement and, on October 31, 2023, the SDFL granted preliminary approval of the proposed settlement. 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 (i) on November 1, 2023, a motion in the NDCA for an order to require us to cease litigation of, or alternatively file a motion to stay in, the SDFL Class Action Matter and enjoin us from seeking settlement with counsel other than plaintiffs’ counsel in the NDCA Class Action Matter; and (ii) on November 2, 2023, a motion in the SDFL for that court to allow them to intervene and appear in the SDFL action, transfer the SDFL Class Action Matter to the NDCA and reconsider and deny its preliminary approval of the proposed settlement. The SDFL has issued an order requiring the SDFL plaintiffs to, among other things, file a response to the NDCA plaintiffs' motion to intervene. Additionally, U.S. District Judge Araceli Martínez-Olguín in the NDCA issued an order for us to show cause as to why we should not be sanctioned for an alleged failure to provide notification to the NDCA of the pendency of the SDFL Class Action Matter. We filed our written response to this order on November 8, 2023. The NDCA held a hearing on November 14, 2023, and ordered parties to the litigation to participate in mediation. The parties participated in mediation on January 10, 2024, and agreed to participate in an additional day of mediation, which occurred on March 7, 2024. On December 3, 2024, the SDFL plaintiffs filed a voluntary motion to dismiss, with prejudice, which was approved by the court on December 4, 2024. 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. 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, and remained accrued as of December 31, 2025. 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. On November 19, 2025, together with another party named in the class action lawsuit, we filed an amended settlement agreement. On 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. The terms 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 F-26 Table of Contents prominent type that the discounts are not insurance.” Ark. Code Ann. § 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. Code Ann. § 4-106-201(2). The plaintiff alleges that our cards did not comply with these requirements, and sought an injunction and statutory damages. We filed a motion to dismiss the complaint, which was denied on December 2, 2024. On May 9, 2025, 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. Code Ann. § 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. Code Ann. §§ 4-106-201 et seq. 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. Stat. Ann. § 325F.784, subd. 1(1). 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; the court 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. Aside from 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. See "Note 4 . Prepaid Expenses and Other Current Assets " for ad ditional information. 14 . Stockholders' Equity Common Stock We have two classes of authorized and outstanding common stock: Class A common stock and Class B common stock. The rights of the holders of the Class A common stock and Class B common stock are identical except for voting and conversion rights. The holders of the Class A common stock are entitled to one vote per share and the holders of the Class B common stock are entitled to 10 votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and will automatically convert to Class A common stock upon any transfer, except for certain permitted transfers. All Class B common stock will convert automatically into an equivalent number of Class A common stock upon the earlier of (i) September 25, 2027; or (ii) the first date the aggregate number of shares of Class B common stock cease to represent at least 10 % of the aggregate outstanding shares of common stock. During the years ended December 31, 2025 , 2024 , and 2023 , 42.9 million , 24.9 million , and 12.0 million shares of Class B common stock were converted into an equivalent number of shares of Class A common stock, respectively. Share Repurchases On February 23, 2022 , our Board authorized the repurchase of up to an aggregate of $ 250.0 million of our Class A common stock through February 23, 2024. On February 27, 2024 , our Board approved a new stock repurchase program which authorized the repurchase of up to an aggregate of $ 450.0 million of our Class A common stock with no expiration date. Repurchases under these repurchase programs may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs, or under a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)(1) under the Exchange Act. These repurchase programs do not obligate us to acquire any particular amount of Class A F-27 Table of Contents common stock and may be modified, suspended, or terminated at any time at the discretion of our Board. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. As of December 31, 2025 , we had $ 72.9 million available for future repurchases of our Class A common stock under this repurchase program. 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, L.P. (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 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 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. 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: Year Ended December 31, (in thousands) 2025 2024 2023 Number of shares repurchased 48,853 22,085 18,433 Cost of shares repurchased (1) $ 217,437 $ 159,704 $ 103,974 _____________________________________________________ (1) Includes direct costs and estimated excise taxes associated with share repurchases. 15 . Stock-Based Compensation Employee Equity Incentive Plans Our Board or its compensation committee is authorized to grant stock-based awards under an approved equity incentive plan adopted in 2020 (the “2020 Plan”), which may be issued as awards covering either Class A or Class B common stock. Notwithstanding anything to the contrary in the 2020 Plan, no more than 300.0 million shares of common stock (either Class A or Class B common stock) may be issued pursuant to the exercise of incentive stock options under the 2020 Plan. The number of shares available for issuance under the 2020 Plan will increase annually on the first day of each calendar year beginning January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i) 5 % of 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 (ii) such smaller number of shares as is determined by our Board. At December 31, 2025 , 83.6 million shares were available for issuance under the 2020 Plan. We also allow our employees to participate in a stockholder-approved employee stock purchase plan ("ESPP"). The 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 Stock options granted for newly-hired employees generally vest as to 25 % of the total award on the first anniversary of the employment start date, and thereafter ratably quarterly over the remaining three -year period. Annual refresh stock option grants for employees generally vest quarterly over a four -year period. In limited circumstances, stock option grants to senior level executives may have early exercise rights and shorter vesting terms than the aforementioned. All stock options have a ten -year term. Stock options granted do not include any forfeitable or non-forfeitable dividend equivalent rights. F-28 Table of Contents In April 2023, our Board appointed Scott Wagner as our Interim Chief Executive Officer. In May 2023, our Board granted Mr. Wagner a stock option award covering 3.0 million shares of our Class A common stock with a grant date fair value of $ 9.6 million that vests in twelve equal monthly installments. In March 2024, our Board granted Mr. Wagner a stock option award covering 0.9 million shares of our Class A common stock with a grant date fair value of $ 4.0 million that vests in eight equal monthly installments. As of December 31, 2024 , all stock option awards of Mr. Wagner were fully vested and exercisable. In December 2024, our Board appointed Wendy Barnes as our Chief Executive Officer and President, effective January 1, 2025, succeeding Mr. Wagner. In connection with her appointment, Ms. 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 . 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 period. A summary of the stock option activity is as follows: (in thousands, except per share amounts and term information) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2024 21,115 $ 7.32 7.2 years $ 1,290 Granted 10,484 4.58 Exercised ( 41 ) 1.46 127 Expired / Cancelled / Forfeited ( 6,005 ) 7.01 Outstanding at December 31, 2025 25,553 $ 6.28 7.3 years $ 513 Exercisable at December 31, 2025 14,345 $ 7.22 6.2 years $ 513 The weighted average grant date fair value per share of stock options granted for the years ended December 31, 2025 , 2024 , and 2023 was $ 3.01 , $ 4.75 , and $ 3.70 , respectively. The aggregate intrinsic value of options exercised for the years ended December 31, 2025 , 2024 , and 2023 was $ 0.1 million , $ 8.0 million , and $ 5.8 million , respectively. The fair value of stock options that vested during the years ended December 31, 2025 , 2024 , and 2023 was $ 17.3 million , $ 26.2 million , and $ 28.8 million , respectively. All stock options outstanding at December 31, 2025 were options to purchase shares of Class A common stock. The fair value of option awards issued with service or performance vesting conditions are estimated on the grant date using the Black-Scholes option pricing model. The following table summarizes the assumptions used: Year Ended December 31, 2025 2024 2023 Risk-free interest rate 3.7 % - 4.1 % 3.7 % - 4.6 % 3.4 % - 4.4 % Expected term 6.0 - 6.1 years 5.2 - 6.3 years 5.2 - 6.1 years Expected stock price volatility 69 % - 79.0 % 65 % - 72.5 % 70 % - 77.5 % Dividend yield — — — For the years ended December 31, 2025 , 2024 , and 2023 , the stock-based compensation expense related to stock options was $ 19.6 million , $ 25.7 million , and $ 26.1 million , respectively. At December 31, 2025 , there was $ 33.0 million of total unrecognized stock-based compensation cost related to stock options, which is expected to be recognized over a weighted average remaining service period of 2.8 years . Restricted Stock Units A summary of the Restricted Stock Unit activity is as follows : (in thousands, except per share amounts) Restricted Stock Units for Class A Common Stock Weighted Average Grant Date Fair Value Outstanding at December 31, 2024 22,369 $ 7.22 Granted 19,918 4.47 Vested ( 10,264 ) 6.70 F-29 Table of Contents Forfeited ( 6,819 ) 5.91 Outstanding at December 31, 2025 25,204 $ 5.61 For the years ended December 31, 2025 , 2024 , and 2023 , the fair value of RSUs that vested was $ 68.6 million , $ 130.4 million , and $ 137.5 million , respectively. Restricted Stock Units for Class A Common Stock RSUs granted for newly-hired employees generally vest as to 25 % of the total award on the first anniversary of the employment start date, and thereafter ratably quarterly over the remaining three -year period. 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, 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 o f 2.6 years . Restricted Stock Units for Class B Common Stock In September 2020 , our Board granted RSUs covering an aggregate of 24.6 million shares of Class B common stock to our Co-Founders (the “Founders Awards”), subject to the completion of our initial public offering and continued employment through the applicable vesting dates. Each of our Co-Founders received (i) 8.2 million RSUs that vest based on the achievement of certain stock price goals and the settlement of shares is to be deferred by three-years from the applicable vesting date (the “Performance-Vesting Founders Awards”) and (ii) 4.1 million RSUs that vest and settle in equal quarterly installments over four years (the “Time-Vesting Founders Awards”), subject to certain vesting acceleration terms including to satisfy certain tax withholding obligations at the time of vesting. The grant date fair value of these awards totaled $ 533.3 million , of which $ 213.5 million related to the Time-Vesting Founders Awards and $ 319.8 million related to the Performance- Vesting Founders Awards. All of the Performance-Vesting Founders Awards vested in October 2020 and we settled 0.7 million RSUs to satisfy certain tax withholding obligations at that time. At the time of vesting, the remaining 15.7 million vested shares were contingently issuable where there was no circumstance under which those shares would not be issued. In October 2023 , we net settled the remaining 15.7 million vested shares and remitted cash consideration of $ 44.5 million on behalf of our Co- Founders to the relevant tax authorities to satisfy income tax withholding obligations. We withheld an aggregate of 8.1 million shares of our Class B common stock and delivered an aggregate of 7.6 million shares of our Class B common stock to our Co-Founders to net settle the award which was automatically converted to an equivalent number of shares of Class A common stock on the settlement date. 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 . 16 . Basic and Diluted Earnings (Loss) Per Share The computation of earnings (loss) per share for the years ended December 31, 2025 , 2024 , and 2023 , is as follows: Year Ended December 31, (in thousands, except per share amounts) 2025 2024 2023 Numerator: Net income (loss) $ 30,439 $ 16,390 $ ( 8,868 ) Denominator: Weighted average shares - basic 356,327 385,737 410,315 Dilutive impact of stock options and restricted stock units 646 6,435 — Weighted average shares - diluted 356,973 392,172 410,315 Earnings (loss) per share: Basic $ 0.09 $ 0.04 $ ( 0.02 ) Diluted $ 0.09 $ 0.04 $ ( 0.02 ) F-30 Table of Contents The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings (loss) per share for the periods presented because including them would have been anti-dilutive: Year Ended December 31, (in thousands) 2025 2024 2023 Stock options and restricted stock units 47,208 20,682 46,606 17 . Restructuring From time to time, we implement restructuring plans and other cost savings initiatives, which may include workforce reductions as well as re-balancing of products and services. These restructuring activities are part of our strategic focus on scaling and re-balancing our cost structure to drive improved profitability. The following table summarizes restructuring related costs by type incurred for the years ended December 31, 2025 , 2024 , and 2023 : Year Ended December 31, (in thousands) 2025 2024 2023 Non-cash charges (1) (2) $ — $ 7,329 $ 55,723 Cash charges Personnel related costs (3) 7,676 1,993 9,430 Contract costs (4) — 566 10,000 Total restructuring related costs $ 7,676 $ 9,888 $ 75,153 _____________________________________________________ (1) For the year ended December 31, 2024, non-cash charges principally relate to a $ 6.8 million loss on disposal of software license used to support the product feature that was sunset and presented within sales and marketing 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 acquired intangible assets related to vitaCare and capitalized internal-use software that were accelerated through December 31, 2023 and presented within depreciation and amortization in the consolidated statement of operations; and (ii) a $ 7.0 million loss on the disposal of certain capitalized software that were not yet ready for their intended use and presented within product development and technology expenses in the consolidated statement of operations. (3) Cash charges on personnel related costs consist of termination charges arising from severance obligations, continuation of salaries and benefits over a notification period during which impacted employees did not provide active service, and other customary employee benefit payments in connection with a reduction in force. For the 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. 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. (4) For the year ended December 31, 2023, this cash payment relates to the termination of certain contracts with a 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. 18 . Condensed Financial Information of Parent Company GoodRx Holdings, Inc. has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. Under the terms of debt agreements entered into by GoodRx, a wholly-owned subsidiary of GoodRx Intermediate Holdings, LLC, which itself is a wholly-owned subsidiary of GoodRx Holdings, Inc., GoodRx is restricted from making dividend payments, loans, or advances to GoodRx Intermediate Holdings, LLC and GoodRx Holdings, Inc. These restrictions have resulted in the restricted net assets (as defined in Rule 1-02 of Regulation S-X) of GoodRx and its subsidiaries to exceed 25 % of the consolidated net assets of GoodRx Holdings, Inc. and its subsidiaries. The condensed financial information is presented on a “parent-only” basis, and GoodRx Holdings, Inc.’s investment in its subsidiary is stated at cost plus equity in earnings (loss) of subsidiary less distributions received from subsidiary since the date of acquisition. GoodRx Holdings. Inc.’s share of net income (loss) of its subsidiary is included in net income (loss) using the equity method of accounting. During 2025 , 2024 , and 2023 , GoodRx Holdings, Inc. received no dividends from its subsidiary. F-31 Table of Contents The following table presents the parent-only balance sheets of GoodRx Holdings, Inc.: (in thousands, except par values) December 31, 2025 December 31, 2024 Assets Cash $ 5 $ 30 Investment in subsidiary, net of distributions 616,257 724,628 Total assets $ 616,262 $ 724,658 Liabilities and stockholders' equity Total liabilities $ — $ — Stockholders' equity Preferred stock, $ 0.0001 par value — — Common stock, $ 0.0001 par value 34 38 Additional paid-in capital 2,026,802 2,165,633 Accumulated deficit ( 1,410,574 ) ( 1,441,013 ) Total stockholders' equity 616,262 724,658 Total liabilities and stockholders' equity $ 616,262 $ 724,658 The following table presents the parent-only statements of operations of GoodRx Holdings, Inc.: Year Ended December 31, (in thousands) 2025 2024 2023 Equity in earnings (loss) of subsidiary $ 30,439 $ 16,390 $ ( 8,868 ) Net income (loss) $ 30,439 $ 16,390 $ ( 8,868 ) The following table presents the parent-only statements of cash flows of GoodRx Holdings, Inc.: Year Ended December 31, (in thousands) 2025 2024 2023 Cash flows from operating activities Net income (loss) $ 30,439 $ 16,390 $ ( 8,868 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in (earnings) loss of subsidiary ( 30,439 ) ( 16,390 ) 8,868 Changes in assets and liabilities: Other assets — 164 ( 164 ) Other current liabilities — ( 1 ) 1 Net cash provided by (used in) operating activities — 163 ( 163 ) Cash flows from investing activities Distribution from subsidiary 229,445 167,679 162,287 Net cash provided by investing activities 229,445 167,679 162,287 Cash flows from financing activities Repurchases of Class A common stock ( 216,372 ) ( 158,845 ) ( 103,974 ) Proceeds from exercise of stock options 61 19,046 5,941 Employee taxes paid related to net share settlement of equity awards ( 14,467 ) ( 29,784 ) ( 65,481 ) Proceeds from employee stock purchase plan 1,308 1,766 1,390 Net cash used in financing activities ( 229,470 ) ( 167,817 ) ( 162,124 ) Net change in cash ( 25 ) 25 — Cash Beginning of period 30 5 5 End of period $ 5 $ 30 $ 5