What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-04 · 199 added, 388 removed, 460 unchanged (56% of the section changed)

3 unchanged sentences

(in thousands, except par values)

September 30, 2025

March 31, 2026

December 31, 2025

2 unchanged sentences

Accounts receivable, net

Prescription reimbursement assets

Prepaid expenses and other current assets

8 unchanged sentences

Accounts payable

Prescription reimbursement liabilities

Accrued expenses and other current liabilities

9 unchanged sentences

50,000 shares authorized and nil shares

issued and outstanding at September 30, 2025 and December 31, 2024

issued and outstanding at March 31, 2026 and December 31, 2025

Common stock, $ 0.0001 par value;

2,000,000 shares authorized,

98,304 and 105,946 shares issued and outstanding at September 30, 2025

and December 31, 2024 , respectively;

1,000,000 shares

authorized, 242,869 and 276,869 shares issued and outstanding at

September 30, 2025 and December 31, 2024

103,613 and 107,088 shares issued and outstanding at March 31, 2026 and

December 31, 2025 , respectively;

1,000,000 shares authorized,

233,964 shares issued and outstanding at March 31, 2026 and

December 31, 2025

Additional paid-in capital

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Condensed Consolidated Statements of Operations

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands, except for per share amounts)

Costs and operating expenses:

Cost of revenue, exclusive of depreciation and

amortization presented separately below

Cost of revenue, exclusive of depreciation and amortization presented

separately below

Product development and technology

5 unchanged sentences

Other expense, net:

Other (expense) income

Loss on extinguishment of debt

Interest income

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Earnings per share:

Weighted average shares used in computing

earnings per share:

Stock-based compensation included in costs and

operating expenses:

Weighted average shares used in computing earnings per share:

Stock-based compensation included in costs and operating expenses:

Cost of revenue

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$ ( 1,409,405 )

Stock options exercised

Stock-based compensation

Vesting and settlement of restricted stock

Common stock withheld related to net

share settlement

Repurchases of Class A common stock

Issuance of common stock through

employee stock purchase plan

Balance at June 30, 2025

$ ( 1,417,118 )

Stock options exercised

Stock-based compensation

Vesting and settlement of restricted stock

Common stock withheld related to net

share settlement

Repurchases of Class A common stock

Balance at September 30, 2025

$ ( 1,415,999 )

See accompanying notes to condensed consolidated financial statements.

_____________________________________________________

(1) Repurchases of Class A common stock for the three months ended March 31, 2025 include 20.0 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 .

See "Note 10 .

Stockholders' Equity " for additional information.

GoodRx Holdings, Inc.

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$ ( 1,429,961 )

Stock options exercised

Stock-based compensation

Vesting and settlement of restricted stock

Common stock withheld related to net

share settlement

Repurchases of Class A common stock

Issuance of common stock through

employee stock purchase plan

Balance at June 30, 2024

$ ( 1,451,718 )

Stock options exercised

Stock-based compensation

Vesting and settlement of restricted stock

Common stock withheld related to net

share settlement

Repurchases of Class A common stock

Balance at September 30, 2024

$ ( 1,447,753 )

See accompanying notes to condensed consolidated financial statements.

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Condensed Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

Cash flows from operating activities

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating

Depreciation and amortization

Loss on extinguishment of debt

Amortization of debt issuance costs and discounts

5 unchanged sentences

Accounts receivable

Prescription reimbursement assets (1)

Prepaid expenses and other assets (1)

Accounts payable

Prescription reimbursement liabilities (1)

Accrued expenses and other current liabilities (1)

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Cash flows from financing activities

Proceeds from long-term debt

Payments on long-term debt

Payments of debt issuance costs

Repurchases of Class A common stock (2)

1 unchanged sentence

Employee taxes paid related to net share settlement of equity awards

Proceeds from employee stock purchase plan

Net cash used in financing activities

5 unchanged sentences

Non cash investing and financing activities:

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

Stock-based compensation included in capitalized software

Capitalized software included in accounts payable and accrued expenses and other current liabilities

Capitalized software included in accounts payable and accrued expenses and

other current liabilities

See accompanying notes to condensed consolidated financial statements.

_____________________________________________________

(1) Repurchases of Class A common stock for the nine months ended September 30, 2025 and 2024 include 20.0

million and 20.9 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 and $ 151.4 million , respectively.

(1) 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 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 cash flows provided by operating

(2) Repurchases of Class A common stock for the three months ended March 31, 2025 include 20.0 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 .

See "Note 9 .

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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 ("prescription transactions

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

manufacturer solutions and telehealth services.

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

We also offer other healthcare products and services, including subscription programs, solutions for

pharmaceutical manufacturers and other customers, referred to as GoodRx Pharma Direct ("Pharma Direct") , and telehealth

Summary of Significant Accounting Policies

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The operating results for the

three and nine months ended September 30, 2025 are not necessarily indicative of the results expected for the full year

ending December 31, 2025 .

There have been no material changes in significant accounting policies during the three and nine months ended

September 30, 2025 from those disclosed in “Note 2 .

Summary of Significant Accounting Policies ” in the notes to our

consolidated financial statements included in our 2024 10-K.

three months ended March 31, 2026 are not necessarily indicative of the results expected for the full year ending

December 31, 2026 .

T here have been no material changes in significant accounting policies during the three months ended March 31, 2026

from those disclosed in “Note 2 .

Summary of Significant Accounting Policies ” in the notes to our consolidated financial

statements included in our 2025 10-K.

Principles of Consolidation

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

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

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

Summary of Significant Accounting

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Our CODM is our principal

executive officer, who is our Chief Executive Officer and President beginning in 2025.

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

Our CODM uses consolidated net income or loss to monitor budget versus actual results, review historical

company performance trends, conduct benchmark analysis of our peers and competitors, and evaluate management’s

compensation.

Significant expenses included in the reported measure of segment profit or loss are provided to our CODM

on a consolidated basis as presented in the accompanying condensed consolidated statements of operations.

executive officer, who is our Chief Executive Officer and President.

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 condensed consolidated statements of operations.

Use of Estimates

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treasury securities money market funds, of

$ 199.0 million and $ 405.0 million at September 30, 2025 and December 31, 2024 , respectively, were classified as Level 1 of

the fair value hierarchy and valued using quoted market prices in active markets.

$ 164.0 million at March 31, 2026 and December 31, 2025 , were classified as Level 1 of the fair value hierarchy and valued

using quoted market prices in active markets.

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 each of the three and nine months ended September 30,

2025 , no customer accounted for more than 10% of our revenue.

For the three months ended September 30, 2024 , no

customer accounted for more than 10% of our revenue.

For the nine months ended September 30, 2024 , two customers

each accounted for 10% of our revenue.

At September 30, 2025 and December 31, 2024 , no customer accounted for more

than 10% of our accounts receivable balance.

For the three months ended March 31, 2026 , no customer

accounted for more than 10% of our revenue.

For the three months ended March 31, 2025 , one customer accounted for

13 % of our revenue.

At March 31, 2026 and December 31, 2025 , no customer accounted for more than 10% of our accounts

receivable balance .

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 fund a portion of the consumer cash price for their prescription drugs at the point of sale.

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

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

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 condensed 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 condensed consolidated balance sheets and shall not be offset

against other amounts owed to them.

At March 31, 2026 and December 31, 2025 , a majority of our prescription

reimbursement assets were with two counterparties .

Equity Investments

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not recognize any changes resulting from observable price changes or impairment losses on our minority equity interest

investments during the three and nine months ended September 30, 2025 and 2024 .

Equity investments included in other

assets on our condensed consolidated balance sheets were $ 15.0 million as of September 30, 2025 and December 31,

investments during the three months ended March 31, 2026 and 2025 .

Equity investments included in other assets on our

condensed consolidated balance sheets were $ 15.0 million as of March 31, 2026 and December 31, 2025 .

Impairment of Long-Lived Assets

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administrative expenses to reduce the carrying value of an asset group to its estimated fair value of $ 3.4 million .

group was comprised of an operating lease right-of-use asset and related improvements that we had determined to

sublease in 2022.

The facts and circumstances leading to the impairment were primarily based on a recently submitted

sublease proposal which indicated a significant deterioration in the sublease market and rental rates whereby the carrying

value of the asset group may not be recoverable.

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

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

Key inputs used in this estimate included

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

otherwise have not recognized any impairment losses of our long-lived assets during the three and nine months ended

September 30, 2025 and 2024 .

impairment charge was due to a significant deterioration in the sublease market and rental rates whereby the carrying value

of the asset group was not recoverable.

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

during the three months ended March 31, 2026 and 2025 .

Recent Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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

Recently Adopted Accounting Pronouncement

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 is 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 can be applied retrospectively , prospectively or on a modified prospective basis.

currently evaluating the impact of the adoption of this ASU on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit

Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not-For-Profit Entities.

amends ASC 326-20 in part to provide a practical expedient election to assume that current conditions as of the balance

sheet date do not change for the remaining life of current accounts receivable and/or current contract assets arising from

transactions accounted for under Topic 606, Revenue from Contracts with Customers .

This ASU will be effective for all

entities for annual reporting periods beginning after December 15, 2025, and for interim reporting periods within those

We adopted this

standard effective January 1, 2026, and the adoption did not have a material impact on our condensed consolidated

financial statements.

Recently Issued Accounting Pronouncements - Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic

350-40), which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40.

amendments in this ASU, amongst other things, eliminate accounting considerations of software development stages and

instead require entities to capitalize internal-use software costs when management commits to funding the software project

and it is probable the project will be completed and will be used to perform the function intended.

This ASU will be effective

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

annual reporting periods.

Early adoption of this ASU is permitted and should be applied prospectively.

We are currently

evaluating the impact of the adoption of this ASU on our consolidated financial statements .

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

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We are currently evaluating the impact of the adoption of this ASU

on our consolidated financial statement disclosures.

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

Improvements to Income Tax

Disclosures .

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

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

rate reconciliation and income taxes paid information.

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

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

adoption of this ASU is permitted.

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

We expect the adoption of this ASU will lead to additional income tax disclosures in our consolidated financial statements for

2025 and future annual periods.

The additional income tax disclosures are expected to include, but not limited to, additional

specified categories in the rate reconciliation in both percentage and dollar amounts with additional information for

reconciling items that meet a quantitative threshold, as well as disaggregation of income taxes paid by jurisdiction.

to apply the disclosure requirements on a retrospective basis upon adoption.

on our consolidated financial statements disclosures.

Business Combination

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

On Jan uary 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.

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

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

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

condensed consolidated financial statements.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following :

(in thousands)

September 30, 2025

December 31, 2024

Insurance recovery receivable (1)

Income taxes receivable

Reimbursable third-party payments (2)

Other prepaid expenses and other current assets (3)

Total prepaid expenses and other current assets

_____________________________________________________

(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.

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) Represents payments we make to third parties on behalf of, and reimbursable from, pharma manufacturers in

connection with our consumer affordability solutions, including consumer direct pricing.

(3) Other current assets were not material as of September 30, 2025 and December 31, 2024 .

Accrued Expenses and Other Current Liabilities

1 unchanged sentence

(in thousands)

September 30, 2025

March 31, 2026

December 31, 2025

2 unchanged sentences

Accrued marketing

Income taxes payable

Reimbursable liabilities (1)

Deferred revenue

1 unchanged sentence

Total accrued expenses and other current liabilities

_____________________________________________________

(1) Represents amounts owed to third parties on behalf of and, as applicable, reimbursable from, pharma

manufacturers in connection with our consumer affordability solutions, including consumer direct pricing.

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

customers and subscriptions.

We expect substantially all of the deferred revenue at September 30, 2025 will be recognized

as revenue within the subsequent twelve months.

We expect substantially all of the deferred revenue at March 31, 2026 will be recognized as

revenue within the subsequent twelve months.

Of the $ 6.7 million of deferred revenue at December 31, 2025 , $ 4.5 million

and $ 5.7 million was recognized as revenue during the three and nine months ended September 30, 2025 , respectively.

Revenue recognized during the three and nine months ended September 30, 2024 of $ 0.5 million and $ 6.9 million ,

respectively, was included as deferred revenue at December 31, 2023 .

was recognized as revenue during the three months ended March 31, 2026 .

Revenue recognized during the three months

ended March 31, 2025 of $ 4.3 million was included as deferred revenue at December 31, 2024 .

We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to

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permanent differences.

The effective income tax rate for the three months ended September 30, 2025 and 2024 was 81.7 % and 51.1 % ,

respectively.

The effective income tax rate for the nine months ended September 30, 2025 and 2024 was 40.9 % and 51.9 % ,

The effective income tax rate for the three months ended March 31, 2026 and 2025 was 79.3 % and 33.7 % ,

respectively.

The primary differences between our effective income tax rates and the federal statutory tax rate for the three

and nine months ended September 30, 2025 and 2024 were due to the effects of non-deductible officers’ stock-based

compensation expense, state income taxes, benefits from research and development tax credits, and tax effects from our

equity awards.

On July 4, 2025 , H.R.

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

14," commonly

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

The OBBBA contains several changes to corporate

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

interest expense and accelerated fixed asset depreciation.

The effect of changes in tax rates and laws is recognized in the

period of enactment.

We completed an initial assessment of t he impact from the OBBBA and recorded the estimated effects

to our income tax expense for three and nine months ended September 30, 2025 .

S pecifically, the estimated effects were

principally a timing difference between current and deferred taxes and therefore an adjustment to our net deferred tax assets

and net income taxes payable was recorded .

We do not currently expect the OBBBA to have a material impact on our 2025

effective income tax rate .

months ended March 31, 2026 and 2025 were due to the effects of non-deductible officers’ stock-based compensation

expense, state income taxes, benefits from research and development tax credits, and tax effects from our equity awards.

Our First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provides for (i) a $ 500.0 million

term loan maturing on July 10, 2029 ("2024 Term Loan Facility");

and (ii) a revolving credit facility for up to $ 100.0 million

(the "Revolving Credit Facility") of which $ 12.0 million matured on July 11, 2025 and the remaining $ 88.0 million will mature

on April 10, 2029 .

As of September 30, 2025 , there were no changes to the terms of our 2024 Term Loan Facility and

Revolving Credit Facility as disclosed in Note 12 to our consolidated financial statements included in our 2024 10-K.

The effective interest rate on our term loans for the three months ended September 30, 2025 and 2024 was 8.70 % and

and (ii) a revolving credit facility for up to $ 88.0 million (the

"Revolving Credit Facility") maturing on April 10, 2029 .

As of March 31, 2026 , there were no changes to the terms of our

2024 Term Loan Facility and Revolving Credit Facility as disclosed in Note 12 to our consolidated financial statements

included in our 2025 10-K.

The effective interest rate on our term loans for the three months ended March 31, 2026 and 2025 was 7.87 % and

8.52 % , respectively.

The effective interest rate on our term loans for the nine months ended September 30, 2025 and 2024

was 8.61 % and 9.04 % , respectively.

We had no borrowings against the Revolving Credit Facility as of September 30, 2025 and December 31, 2024 .

We had no borrowings against the Revolving Credit Facility as of March 31, 2026 and December 31, 2025 .

We had outstanding letters of credit issued against the Revolving Credit Facility for $ 7.6 million and $ 7.8 million as of

September 30, 2025 and December 31, 2024 , respectively, which reduce our available borrowings under the Revolving

Credit Facility.

March 31, 2026 and December 31, 2025 , respectively , which reduce our available borrowings under the Revolving Credit

Our debt balance is as follows:

(in thousands)

September 30, 2025

March 31, 2026

December 31, 2025

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Unamortized debt issuance costs and discounts

The estimated fair value of our debt approximated its carrying value as of September 30, 2025 and December 31, 2024 ,

based on inputs categorized as Level 2 in the fair value hierarchy.

The estimated fair value of our debt was $ 444.4 million as of March 31, 2026 and approximated its carrying value as

December 31, 2025 , based on inputs categorized as Level 2 in the fair value hierarchy.

Under the Credit Agreement, we are subject to a financial covenant requiring maintenance of a First Lien Net Leverage

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nonfinancial covenants under the Credit Agreement.

At September 30, 2025 , we were in compliance with our covenants

under the Credit Agreement.

At March 31, 2026 , we were in compliance with our covenants under

the Credit Agreement.

Commitments and Contingencies

Aside from the below, as of September 30, 2025 , there were no material changes to our commitments and

contingencies as disclosed in the notes to our consolidated financial statements included in our 2024 10-K.

On April 16, 2025, we entered into a non-cancellable office lease agreement in New York, New York that extended the

lease term of an existing space and provided for a new space, both of which end in early 2036.

The total future minimum

lease payments are approximately $ 14.7 million .

Legal Contingencies

Aside from the below, as of March 31, 2026 , there were no material changes to our commitments and contingencies as

disclosed in the notes to our consolidated financial statements included in our 2025 10-K.

Legal C ontingencie s

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

separate putative class action 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-

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the court on December 4, 2024.

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

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

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

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

on the settlement agreement, an estimated probable loss of $ 25.0 million was recognized within accrued expenses and

other current liabilities on our consolidated balance sheet as of December 31, 2024, and remained accrued as of September

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, in the third quarter of 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 condensed consolidated balance sheet as of September 30,

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 estimates .

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

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

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

2:24-cv-3282).

The plaintiffs seek compensatory damages and

equitable relief as well as interest, fees and costs.

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

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

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

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

late in the first quarter of 2022.

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

price fell, causing investor losses.

On July 25, 2024, U.S.

District Judge André Birotte Jr.

appointed The Kalmanson Family

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

We filed a motion to dismiss the class action lawsuit on

November 19, 2024.

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

response on February 11, 2025.

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

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

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

2:24-cv-07264), Sharon

Burgs (Case No.

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

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

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

certain of our current and former executive officers and directors.

The derivative complaints assert various claims, including

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

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

The claims in each of these derivative

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

that we failed to maintain adequate internal controls.

The plaintiffs in these derivative lawsuits are seeking declaratory relief,

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

On December 20,

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

securities class action's motion to dismiss.

On February 20, 2025, the court granted the stipulation and consolidated the

cases under Case No.

2:24-cv-04301-AB-JPR.

On April 23, 2025, the court granted our motion to dismiss the securities class action lawsuit, without prejudice and with

leave to amend.

Plaintiffs in the securities class action did not file an amended complain t .

After the court dismissed the

securities class action litigation, the derivative plaintiffs dismissed their claims without prejudice.

on the settlement agreement, an estimated probable loss of $ 25.0 million was included within accrued expenses and other

current liabilities on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

Additionally,

we estimated a probable loss of $ 5.5 million relating to the indemnification of certain parties named in the class action

lawsuits, which was included within accrued expenses and other current liabilities on our condensed consolidated balance

sheets as of March 31, 2026 and December 31, 2025.

While these amounts represent our best judgment of the probable

losses based on the information currently available to us, they are subject to significant judgments and estimates and

numerous factors beyond our control, including, without limitation, final approval of the court.

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

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

On March 24, 2026, the plaintiffs filed an administrative motion for leave to submit supplemental brief to address

the court's concerns and request for status conference.

On March 26, 2026, the court denied the motion but granted

plaintiffs leave to submit a new motion for preliminary approval.

The terms of the amended settlement agreement 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 estimates.

Consumer state litigations - On May 28, 2024, The Bert and Annette Mullens Foundation ("Mullens Foundation") filed a

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2022 until the effective date of the agreement.

As part of the Consent Judgment we also agreed to pay an immaterial

monetary relief.

As part of the Consent Judgment we also agreed to pay immaterial monetary

Furthermore, on June 11, 2024, the Minnesota Teamsters Service Bureau, also filed a lawsuit against us in Hennepin

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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.

On April 10, 2026,

plaintiff filed a notice of appeal regarding the court’s summary judgment decision.

We intend to vigorously defend against the claims asserted in the Mullens Foundation matter and the Minnesota

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

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.

Accrued Expenses and Other Current Liabilities" for additional information.

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

Prepaid Expenses and

Other Current Assets" for additional information.

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

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

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

We asserted claims for Famulus' breach of the confidentiality

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

On February 15, 2024, an

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

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

District of South Carolina ("DSC").

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

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

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

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

On October 11, 2024, we filed an application

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

The writ directs a U.S.

Marshal of the District of

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

We cannot make any assurance as to the outcome

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

Any gain on this matter is considered a gain contingency

and will be recognized in the period in which the Arbitration Award is realized or realizable, pursuant to ASC 450,

Contingencies.

For the three and nine months ended September 30, 2025 and 2024 , revenue comprised the following:

Three Months Ended

September 30,

Nine Months Ended

September 30,

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 4 .

Accrued Expenses and Other

Current Liabilities" for additional information.

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

recovery is probable.

Insurance recovery receivables of $ 11.9 million were included in prepaid expenses and other current

assets on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

For the three months ended March 31, 2026 and 2025 , revenue comprised the following:

Three Months Ended March 31,

(in thousands)

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Subscription revenue

Pharma manufacturer solutions revenue

Pharma Direct revenue

Other revenue

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On February 27, 2024, our board of directors ("Board") authorized the repurchase of up to an aggregate of $ 450.0

$ 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 common stock and may be modified, suspended or terminated at any time at the discretion of

Repurchased shares are subsequently retired and returned to the status of authorized but unissued.

September 30, 2025 , we had $ 81.4 million available for future repurchases of our Class A common stock under the new

stock repurchase program.

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

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

parties, Francisco Partners IV, L.P.

and Francisco Partners IV-A (collectively, “Francisco Partners”) and Spectrum 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 20.9 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.

aggregate consideration for these repurchases was $ 151.4 million , inclusive of direct costs and estimated excise taxes

associated with these transactions.

million of our Class A common stock with no expiration date.

Repurchases under this repurchase program 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.

This repurchase program does not

obligate us to acquire any particular amount of Class A 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 March 31, 2026 , we had $ 60.2 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, Idea Men, LLC and 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.

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

and Francisco Partners IV-A, Idea Men, LLC, and Spectrum Equity VII, L.P.,

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

aggregate consideration for these repurchases was $ 84.9 million , inclusive of direct costs and estimated excise taxes

associated with these transactions.

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

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

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Basic and Diluted Earnings Per Share

The computation of earnings per share for the three and nine months ended September 30, 2025 and 2024 is as

Three Months Ended

September 30,

Nine Months Ended

September 30,

The computation of earnings per share for the three months ended March 31, 2026 and 2025 is as follows:

Three Months Ended March 31,

(in thousands, except per share amounts)

Weighted average shares - basic

Dilutive impact of stock options and restricted

Dilutive impact of stock options and restricted stock units

Weighted average shares - diluted

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share for the periods presented because including them would have been antidilutive:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

Stock options and restricted stock units

Subsequent Event

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

prescription delivery technology platform fo r $ 13.5 million in cash, subject to customary adjustments .

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.

The determination of the fair values of the

acquired assets and assumed liabilities is incomplete due to the recent date of the acquisition.

The results of operations of

the acquired business will be included in our consolidated results beginning from the date of acquisition .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements