What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-04 · 185 added, 280 removed, 224 unchanged (67% of the section changed)

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As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:

• “ we ,” “ us ,” “ our ,” the “ Company ,” “ GoodRx ,” and similar references refer to GoodRx Holdings, Inc.

consolidated subsidiaries.

• “ Co-Founders ” refers to Trevor Bezdek, our Co-Chairman and a director of the Company, and Douglas Hirsch,

a director of the Company.

• “ we ,” “ us ,” “ our ,” “ GoodRx ,” and similar references refer to GoodRx Holdings, Inc.

and its consolidated

subsidiaries.

• “ consumers ” refer to the general population in the United States that uses or otherwise purchases healthcare

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Monthly Active Consumers do not include subscribers to our

subscription offerings, consumers of our pharma manufacturer solutions offering, or consumers who used our

telehealth offering.

When presented for a period longer than a month, Monthly Active Consumers is averaged

over the number of calendar months in such period.

For example, a unique consumer who uses a GoodRx

code twice in January, but who did not use our prescription transactions offering again in February or March, is

counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly Active

Consumers for such quarter (average of 1, 0 and 0).

A unique consumer who uses a GoodRx code in January

and in March, but did not use our prescription transactions offering in February, would be counted as 1 in

January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such

subscription offerings, consumers of our GoodRx Pharma Direct ("Pharma Direct") offering, or consumers who

used our telehealth offering.

When presented for a period longer than a month, Monthly Active Consumers is

averaged over the number of calendar months in such period.

For example, a unique consumer who uses a

GoodRx code twice in January, but who did not use our prescription transactions offering again in February or

March, is counted as 1 in January and as 0 in both February and March, thus contributing 0.33 to our Monthly

Active Consumers for such quarter (average of 1, 0 and 0).

A unique consumer who uses a GoodRx code in

January and in March, but did not use our prescription transactions offering in February, would be counted as 1

in January, 0 in February and 1 in March, thus contributing 0.66 to our Monthly Active Consumers for such

Effective January 1, 2025, Monthly Active Consumers from acquired companies are included

beginning from the acquisition date.

Prior to January 1, 2025, Monthly Active Consumers from acquired

companies were only included beginning in the first full quarter following the acquisition.

• " partner pharmacies " refers to select licensed pharmacies with whom we have direct contractual agreements.

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We do not believe savings are representative or indicative of our revenue or results of

• “ subscribers ” and similar references refers to our consumers that are subscribed to our subscription offerings,

GoodRx Gold (“ Gold ”), Kroger Rx Savings Club powered by GoodRx (“ Kroger Savings ”) which sunset in July

2024, condition-specific related subscription programs which first launched in June 2025, and RxSmartSaver+

References to subscription plans as of

a particular date represents an active subscription to any one of our aforementioned subscription offerings as

of the specified date.

For Gold, Kroger Savings, and RxSmartSaver+, each subscription plan may represent

more than one subscriber since family subscription plans may include multiple members.

• “ subscribers ” and similar references refer to our consumers that are subscribed to our subscription offerings,

GoodRx Gold (“ Gold ”), condition-specific subscription programs which first launched in June 2025, and

RxSmartSaver+ powered by GoodRx (" RxSmartSaver+ ") which launched in July 2025.

References to

subscription plans as of a particular date represent an active subscription to any one of our aforementioned

subscription offerings as of the specified date.

For Gold and RxSmartSaver+, each subscription plan may

represent more than one subscriber since family subscription plans may include multiple members.

Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been

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the leading consumer-focused digital healthcare platform in the United States.

For example, in the second quarter of 2025,

we announced the launch of our first condition-specific subscription program for erectile dysfunction, and in October 2025

expanded into hair loss.

These condition-specific subscription programs offer consumers a single solution for comprehensive

care by bundling the clinician visit, prescription (if deemed medically appropriate by the treating healthcare provider), and

related delivery for a single total subscription price.

We plan to continue to expand into additional conditions before the end

In the third quarter of 2025, we also continued to grow our consumer direct pricing and announced a collaboration

with a pharmaceutical manufacturer to offer eligible patients nationwide two of the most in-demand GLP-1 medications at a

significantly lower cash price through our platform.

For example, in the first quarter of 2026, we

announced the launch of Employer Direct, a new platform designed to help employers address gaps in traditional insurance

coverage by pairing their existing benefits with integrated cash pricing in order to expand affordability and access for their

We also continued to grow our consumer direct pricing and announced a collaboration with a pharmaceutical

manufacturer to offer eligible patients nationwide access to certain medications, including Lipitor ® , Celebrex ® , Viagra ® , and

Norvasc ® , at a significantly lower cash price through our platform .

With respect to the healthcare landscape, change has become a constant with positive and negative impacts on our

For example, in July 2025, Congress passed a budget bill that cuts federal funding for Medicaid among other

health insurance programs, as well as tightens eligibility requirements and increases the frequency of Medicaid coverage

determinations.

Further, copays on prescription medication have continued to trend upward in recent years and we believe

as insurance providers and government programs continue to shift the cost burden more to consumers, including through

changes to Affordable Care Act marketplace subsidies, consumers are now more than ever searching for sustainable and

affordable healthcare solutions which we believe strengthens our value proposition .

Separately, certain major drug

producers and manufacturers are in negotiations with the current Presidential administration to receive relief from the

potential imposition of a 100% tariff on any branded or patented pharmaceutical product produced outside of the United

As a result of these negotiations, certain manufacturers have announced their participation in a new government

sponsored direct-to-consumer platform called “TrumpRx.gov,” designed to offer consumers discounts on their products and

some specialty brands.

Details regarding this government sponsored platform, as well as any potential impact on our

business , offerings or results of operations , are unclear at this time but may be significant.

We are actively engaged with the

administration, helping to inform policy efforts that expand access and affordability for all American s .

With the introduction of

these federal initiatives, including the renewed focus on Most-Favored-Nation pricing, the market is shifting decisively toward

greater transparency and direct-to-consumer access.

For us, this evolution is both an opportunity and a clear validation of

Widening coverage gaps, elevated out-of-pocket costs, and a growing uninsured population are increasing

demand for pricing transparency and affordability solutions.

As a result, cost is becoming a more significant factor earlier in

the patient journey, with consumers and providers actively evaluating cost before prescribing and filling, pharma

manufacturers expanding direct-to-consumer strategies, employers seeking solutions for high-cost therapies, and

pharmacies adapting to more transparent, digitally enabled fulfillment models.

As these dynamics evolve, how affordability is

presented and experienced by consumers is becoming increasingly important, shaping not just awareness, but whether

patients ultimately move forward with treatments.

Separately, as previously described in Part II, Item 7, “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 10-K, certain major drug

producers and manufacturers have negotiated or are in negotiations with the current Presidential administration to receive

relief from the potential imposition of a 100% tariff on any branded or patented pharmaceutical product produced outside of

the United States.

As a result of these negotiations, certain manufacturers have announced their participation in a new

government sponsored direct-to-consumer platform called “TrumpRx.gov” ("TrumpRx"), which was launched in February

2026 and is designed to offer consumers discounts on their products and some specialty brands.

GoodRx is a key

integration partner for pharma manufacturers offering discounted cash prices on TrumpRx at launch.

We are observing early

utilization of the platform, with initial demand concentrated in GLP-1 therapies.

Based on preliminary data, this utilization

appears to be incremental, expanding access to new patients rather than displacing existing demand.

The potential impact

of TrumpRx on our business, offerings, or results of operations remains uncertain and could be material.

introduction of these federal initiatives, including the renewed focus on Most-Favored-Nation pricing, the market is shifting

decisively toward greater transparency and direct-to-consumer access.

For us, this evolution is both an opportunity and a

clear validation of our mission.

Conversely, we have seen rapid changes in the U.S.

retail pharmacy landscape recently with announcements of store

closures and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens.

In early May 2025, Rite

Aid announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process.

Consequently, we saw several PBMs remove Rite Aid from their networks , causing immediate cessation in the associated

claims volume, as well as rapid store closures, which altogether adversely impacted our ability to recapture these claims in

the near term.

As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened

renegotiations between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the

pharmacies' increased focus on rationalizing their spending.

Furthermore, we saw a material volume reduction in one of our

integrated savings programs, which integrate our competitive discounts and pricing in a seamless experience at the

pharmacy counter for eligible plan members served by certain PBM partners.

Integrated savings programs are operated

through PBMs who decide how to implement and manage these programs.

Combined, these external factors have

retail pharmacy landscape with announcements of store closures

and reduction of footprint from various retail pharmacies, including Rite Aid and Walgreens.

In early May 2025, Rite Aid

announced its plan to pursue a sale of substantially all of its assets through a voluntary bankruptcy process.

Consequently,

we saw several PBMs remove Rite Aid from their networks, causing immediate cessation in the associated claims volume,

as well as rapid store closures, which altogether adversely impacted our ability to recapture these claims in the near term.

As an extension of the changing retail pharmacy landscape, we have seen and continue to expect heightened renegotiations

between pharmacies and PBMs, including changes in retailer reimbursement models, as a result of the pharmacies'

increased focus on rationalizing their spending.

Furthermore, in the second quarter of 2025 , we saw a material volume

reduction in one of our integrated savings programs, which integrate our competitive discounts and pricing in a seamless

experience at the pharmacy counter for eligible plan members served by certain PBM partners.

Integrated savings programs

are operated through PBMs who decide how to implement and manage these programs.

These external factors have

adversely impacted our prescription transactions revenue, financial results, and Monthly Active Consumers that we expect

will continue in the near term with the expected impact to prescription transactions revenue estimated at $35.0 to $40.0

million in 2025.

Despite these near term challenges, we continue to believe that we are well positioned to grow our business over the

For the three months ended September 30, 2025 as compared to the same period of 2024 :

• Revenue increased to $196.0 million from $195.3 million ;

• Net income and net income margin were $1.1 million and 0.6% , respectively, compared to $4.0 million and

2.0% , respectively;

• Adjusted EBITDA and Adjusted EBITDA Margin were $66.3 million and 33.8% , respectively, compared to $65.0

million and 33.3% , respectively.

For the nine months ended September 30, 2025 as compared to the same period of 2024 :

• Revenue increased to $602.1 million from $593.7 million ;

will continue in the near term and are reflected in our year-over-year comparative results below.

While our prescription transactions offering remains foundational, given the evolving dynamics of prescription access

and pharmacy economics, including the growing relevance of self-pay and direct-to-consumer distribution models, we are

continuing to position our Pharma Direct offering as a key driver of growth.

As these programs scale, our focus is shifting

from launch to how affordability is surfaced and discovered by consumers, and we are developing new ways for

manufacturers to engage patients on GoodRx.

When manufacturers utilize GoodRx as a channel, these programs are

accessible across our nationwide pharmacy network, supporting consumer choice and access.

As we increase investment in

our Pharma Direct as well as subscription offerings, we expect near-term impact on our prescription transactions unit

economics and revenue in 2026.

Accordingly, while this transition may impact near-term financial performance, we believe it

enhances our long-term growth prospects and ability to create sustainable value.

For the three months ended March 31, 2026 as compared to the same period of 2025 :

• Revenue decreased to $194.0 million from $203.0 million ;

• Net income and net income margin were $1.2 million and 0.6% , respectively, compared to $11.1 million and

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Metrics—Non-GAAP Financial Measures" below.

Recent Development

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

prescription delivery technology platform for $13.5 million in cash.

See Note 12 to our condensed consolidated financial

statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

Key Financial and Operating Metrics

We use Monthly Active Consumers, subscription plans, Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA

Margin to assess our performance, make strategic and offering decisions and build our financial projections.

The number of

Monthly Active Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our

marketing and engagement efforts.

We believe these operating metrics reflect our scale, growth and engagement with

As our business continues to evolve, we are reassessing the Monthly Active Consumers metric as a primary

indicator of performance to ensure it aligns with how we measure growth and profitability .

We exited the third quarter of 2025 with over 6 million prescription-related consumers that used GoodRx across our

prescription transactions and subscription offerings.

Our prescription-related consumers represent the sum of Monthly Active

Consumers for the three months ended September 30, 2025 and subscribers to our subscription plans as of September 30,

We use Monthly Active Consumers, subscription plans, Adjusted EBITDA and Adjusted EBITDA Margin to assess our

performance, make strategic and offering decisions and build our financial projections.

The number of Monthly Active

Consumers and subscription plans are key indicators of the scale of our consumer base and a gauge for our marketing and

engagement efforts.

We believe these operating metrics reflect our scale, growth and engagement with consumers.

business continues to evolve, we are reassessing the Monthly Active Consumers metric as a primary indicator of

performance to ensure it aligns with how we measure growth and profitability.

Monthly Active Consumers

The factors described in the "Overview" section have adversely impacted our Monthly Active Consumers beginning in

the second quarter of 2025 and are expected to contribute to the year-over-year decline in Monthly Active Consumers in the

the second quarter of 2025.

Three Months Ended

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September 30,

Monthly Active Consumers

Subscription Plans

Subscription plans through the second quarter of 2024 included subscription plans for Kroger Savings, which sunset in

(in thousands)

September 30,

Subscription plans

Non-GAAP Financial Measures

Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial

performance and are also used for internal planning and forecasting purposes.

We believe Adjusted Revenue, Adjusted

EBITDA and Adjusted EBITDA Margin are helpful to investors, analysts and other interested parties because they can assist

in providing a more consistent and comparable overview of our operations across our historical financial periods.

these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.

We define Adjusted Revenue for a particular period as revenue excluding client contract termination costs associated

with restructuring related activities.

We exclude these costs from revenue because we believe they are not indicative of past

or future underlying performance of the business.

For the three and nine months ended September 30, 2025 and 2024,

revenue was equal to Adjusted Revenue.

Adjusted EBITDA and Adjusted EBITDA Margin are key measures we use to assess our financial performance and are

also used for internal planning and forecasting purposes.

We believe Adjusted EBITDA and Adjusted EBITDA Margin are

helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and

comparable overview of our operations across our historical financial periods.

In addition, these measures are frequently

used by analysts, investors and other interested parties to evaluate and assess performance.

We define Adjusted EBITDA for a particular period as net income or loss before interest, taxes, depreciation and

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Adjusted Revenue.

Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are

presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to

financial information presented in accordance with GAAP.

These measures have certain limitations in that they do not

include the impact of certain costs that are reflected in our condensed consolidated statements of operations that are

necessary to run our business.

Other companies, including other companies in our industry, may not use these measures or

may calculate these measures differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness

as comparative measures.

Adjusted Revenue is a non-GAAP financial measure defined as revenue excluding client contract

termination costs associated with restructuring related activities.

We exclude these costs from revenue because we believe

they are not indicative of past or future underlying performance of the business.

For the three months ended March 31, 2026

and 2025 , revenue equaled Adjusted Revenue.

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are presented for supplemental

informational purposes only and should not be considered as alternatives or substitutes to financial information presented in

accordance with GAAP.

These measures have certain limitations in that they do not include the impact of certain costs that

are reflected in our condensed consolidated statements of operations that are necessary to run our business.

companies, including other companies in our industry, may not use these measures or may calculate these measures

differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness as comparative measures.

The following table presents a reconciliation of net income , the most directly comparable financial measure calculated in

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measure calculated in accordance with GAAP, with Adjusted EBITDA Margin:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

(dollars in thousands)

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Depreciation and amortization

Other expense (income)

Loss on extinguishment of debt

Financing related expenses (1)

Acquisition related expenses (1)

Restructuring related expenses (2)

Legal settlement expenses (4)

Stock-based compensation expense

Payroll tax expense related to stock-based

Payroll tax expense related to stock-based compensation

Loss on operating lease asset (3)

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_____________________________________________________

(1) Financing related expenses include third-party fees related to proposed financings.

(1) Acquisition related expenses principally include costs for actual or planned acquisitions including related third-party

fees, legal, consulting and other expenditures, and as applicable, severance costs and retention bonuses to

employees related to acquisitions and change in fair value of contingent consideration.

From time to time,

acquisition related expenses may also include similar transaction related costs for business dispositions.

fees, legal, consulting and other expenditures, and as applicable, severance costs and retention or performance

bonuses to employees related to acquisitions.

From time to time, acquisition related expenses may also include

similar transaction related costs for business dispositions.

(2) Restructuring related expenses include costs for various workforce optimization and organizational changes to

better align with our strategic goals and future scale including employee severance and other personnel related

costs, contract termination costs, and from time to time may also include losses from the disposal of certain

technology and certain capitalized software.

(4) Legal settlement expenses consist of periodic settlement costs for significant or unusual litigation matters.

costs, and as applicable, contract termination costs, and losses from the disposal of certain technology and

capitalized software.

(3) Loss on operating lease asset represents losses incurred from time to time relating to the impairment or

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Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following table sets forth our results of operations for the three months ended September 30, 2025 and 2024 :

The following table sets forth our results of operations for the three months ended March 31, 2026 and 2025 :

(dollars in thousands)

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Subscription revenue

Pharma manufacturer solutions

Pharma Direct revenue

Other revenue

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Other expense, net:

Other expense

Loss on extinguishment of debt

Interest income

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Prescription transactions revenue decreased $35.2 million , or 24% , year-over-year, primarily driven by a decrease in the

number of our Monthly Active Consumers (see section titled “Key Financial and Operating Metrics" above), due to the

broader changes in the retail pharmacy landscape including store closures and volume reduction in one of our integrated

savings programs as discussed above , partially offset by improved unit economics related to contracting with certain of our

customers and partners and favorable changes in sales mix.

Our acquisition of VCRx (see Note 3 to our condensed

consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) did not materially contribute to

the year-over-year changes in prescription transactions revenue and Monthly Active Consumers.

Subscription revenue decreased $0.6 million , or 3% , year-over-year, primarily driven by a decrease in the number of

subscription plans with 671 thousand subscription plans as of September 30, 2025 compared to 701 thousand as of

September 30, 2024 .

Pharma manufacturer solutions revenue increased $15.2 million , or 54% , year-over-year, driven by organic growth as

we continued to expand our market penetration with pharma manufacturers and other customers.

We expect pharma

manufacturer solutions to grow as a percentage of total revenue in the near to medium term as we continue to scale and

expand available services, capabilities and platforms of our pharma manufacturer solutions offering.

number of our Monthly Active Consumers due to the broader changes in the retail pharmacy landscape including store

closures and volume reduction in one of our integrated savings programs as discussed above.

The year-over-year decrease

was also due to lower unit economics which we expect to continue in the near-term as w e made deliberate decisions to

favor long-term durability and certainty.

The impact from these factors was partially offset by r evenue contribution from our

2025 acquisitions which provided a 3% year-on-year increase in prescription transactions revenue.

Subscription revenue increased $3.4 million , or 16% , year-over-year, primarily driven by the introduction of our

condition-specific subscription programs beginning in the second quarter of 2025 and a related increase in the number of

subscription plans with 717 thousand subscription plans as of March 31, 2026 compared to 680 thousand as of March 31,

Pharma Direct revenue increased $23.6 million , or 82% , year-over-year, driven by organic growth as we continued to

expand our market penetration with pharma manufacturers and other customers, in particular consumer direct pricing.

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue increased $1.7 million , or 15% , year-over-year, primarily driven by an increase in processing fees .

Cost of revenue increased $6.8 million , or 51% , year-over-year, primarily driven by a $3.5 million increase in

prescription delivery costs from ScriptDrop, Inc., a business we acquired in October 2025, a $3.0 million increase in

fulfillment costs for certain solutions provided to customers under our Pharma Direct offering, and a $2.5 million increase in

costs related to our condition-specific subscription programs .

We expect cost of revenue to continue to grow on a year-on-

year basis in the near term as we continue to scale and expand our various offerings.

Product development and technology

Product development and technology expenses remained relatively flat year-over-year.

Product development and technology expenses remain ed relatively flat year-over-year.

Sales and marketing

Sales and marketing expenses decreased $6.3 million , or 7% , year-over-year, primarily driven by a $5.3 million

decrease in stock-based compensation expense largely as a result of changes in our employee composition and a $2.7

million decrease in third-party marketing expenses.

Sales and marketing expenses decreased $3.5 million , or 4% , year-over-year, primarily driven by a decrease in

advertising expenses.

General and administrative

General and administrative expenses increased $6.4 million , or 25% , year-over-year, primarily driven by a $5.5 million

estimated probable loss with respect to an ongoing class action litigation recognized in the third quarter of 2025.

General and administrative expenses decreased $2.8 million , or 9% , year-over-year, primarily driven by a $4.4 million

impairment loss related to a leased office space in 2025.

Depreciation and amortization

Depreciation and amortization expenses increased $3.9 million , or 22% , year-over-year, primarily driven by higher

amortization related to capitalized software due to higher capitalization costs for platform improvements and the introduction

of new products and features.

Other Expense

We recognized other expense of $2.7 million in the third quarter of 2024 related to third-party transaction costs as a

result of our debt refinancing in July 2024.

Loss on Extinguishment of Debt

We recognized a loss on extinguishment of debt of $2.1 million in the third quarter of 2024 related to the write-off of a

portion of existing unamortized debt issuance costs and discounts as a result of our debt refinancing in July 2024.

Depreciation and amortization expenses remained relatively flat year-over-year.

Interest Income

Interest income decreased by $2.5 million , or 52% , year-over-year, primarily due to lower average balance of cash

Interest income decreased $2.5 million , or 64% , year-over-year, primarily due to lower average balance of cash

equivalents held in U.S.

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Interest Expense

Interest expense decreased by $1.5 million , or 12% , year-over-year, primarily due to lower average debt balances and

lower interest rates.

For the three months ended September 30, 2025 and 2024 , we had income tax expense of $5.0 million and $4.1

million , respectively, and an effective income tax rate of 81.7% and 51.1% , respectively.

The year-over-year increase in

income tax expense was primarily driven by an increase in the tax effects from our equity awards partially offset by a

decrease in income before income taxes.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following table sets forth our results of operations for the nine months ended September 30, 2025 and 2024 :

(dollars in thousands)

Prescription transactions revenue

Subscription revenue

Pharma manufacturer solutions

Other revenue

Total revenue

Costs and operating expenses:

Cost of revenue, exclusive of

depreciation and amortization

presented separately below

Product development and technology

Sales and marketing

General and administrative

Depreciation and amortization

Total costs and operating expenses

Operating income

Other expense, net:

Other income (expense)

Loss on extinguishment of debt

Interest income

Interest expense

Total other expense, net

Income before income taxes

Income tax expense

The year-over-year changes in prescription transactions revenue, subscription revenue, and pharma manufacturer

solutions revenue were driven by the same factors described above for the three months ended September 30, 2025

compared to the same period of 2024 .

For expected revenue trends, see our discussion and analysis above for the three months ended September 30, 2025

compared to the same period of 2024 .

Costs and Operating Expenses

Cost of revenue, exclusive of depreciation and amortization

Cost of revenue increased $4.1 million , or 11% , year-over-year, primarily driven by an increase in processing fees.

Product development and technology

Product development and technology expenses remained relatively flat year-over-year.

Sales and marketing

Sales and marketing expenses decreased $20.3 million , or 7% , year-over-year, primarily driven by a $11.0 million

decrease in stock-based compensation expense largely as a result of changes in our employee composition, a $7.9 million

decrease in third-party marketing expenses, and a $5.8 million decrease in advertising expenses .

The impact from these

drivers was partially offset by a $4.8 million increase in other personnel related expenses.

General and administrative

General and administrative expenses decreased $4.3 million , or 5% , year-over-year, primarily driven by a $7.5 million

decrease in estimated legal settlement expense with respect to an ongoing class action litigation, and a $4.4 million

decrease in stock-based compensation expense related to awards granted to our Co-Founders in 2020 that fully vested by

the end of 2024.

The impact of these drivers was partially offset by a $4.4 million impairment loss related to a leased office

space we recognized in the first quarter of 2025 and a $2.4 million increase in professional fees.

Depreciation and amortization

Depreciation and amortization expenses increased $11.6 million , or 23% , year-over-year, primarily driven by the same

factors described above for the three months ended September 30, 2025 compared to the same period of 2024 .

Other Expense, Loss on Extinguishment of Debt, Interest Income and Interest Expense

The year-over-year changes in other expense, loss on extinguishment of debt, interest income and interest expense

were primarily driven by the same factors described above for the three months ended September 30, 2025 compared to the

same period of 2024 .

For the nine months ended September 30, 2025 and 2024 , we had income tax expense of $17.3 million and $10.4

million , respectively, and an effective income tax rate of 40.9% and 51.9% , respectively.

The year-over-year increase in

income tax expense was primarily driven by an increase in income before income taxes and the tax effects from our equity

awards, partially offset by a decrease in the estimated annual effective income tax rate.

Interest expense remained relatively flat year-over-year.

For the three months ended March 31, 2026 and 2025 , we had income tax expense of $4.5 million and $5.6 million ,

respectively, and an effective income tax rate of 79.3% and 33.7% , respectively.

The year-over-year decrease in income tax

expense was primarily driven by a decrease in income before income taxes, partially offset by an increase in the estimated

annual effective income tax rate and tax effects from our equity awards.

Liquidity and Capital Resources

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issuances, and borrowings under our long-term debt arrangements.

As of September 30, 2025 , our principal sources of

liquidity are our cash and cash equivalents and borrowings available under our $88.0 million secured revolving credit facility

that matures on April 10, 2029 .

As of September 30, 2025 , we had cash and cash equivalents of $273.5 million and $80.2

million available under our revolving credit facility.

Other than as disclosed in Note 8 to our condensed consolidated financial statements appearing elsewhere in this

Quarterly Report on Form 10-Q, as of September 30, 2025 , there were no material changes to our primary short-term and

long-term requirements for liquidity and capital or to our contractual commitments as disclosed in Part II, Item 7,

"Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2024 10-K.

As of March 31, 2026 , our principal sources of liquidity

are our cash and cash equivalents and borrowings available under our $88.0 million secured revolving credit facility that

matures on April 10, 2029 .

As of March 31, 2026 , we had cash and cash equivalents of $235.7 million and $80.4 million

available under our revolving credit facility.

As of March 31, 2026 , there were no material changes to our primary short-term and long-term requirements for liquidity

and capital or to our contractual commitments as disclosed in Part II, Item 7, "Management's Discussion and Analysis of

Financial Condition and Results of Operations" of our 2025 10-K.

Based on our current conditions, we believe that our net cash provided by operating activities and cash on hand will be

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obligations and to make future dividend payments, if any.

Our debt arrangements contain covenants restricting payments of

dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met.

These covenants provide for

certain exceptions for specific types of payments.

Based on these restrictions, all of the net assets of GoodRx, Inc.

restricted pursuant to the terms of our debt arrangements as of September 30, 2025 .

Our existing debt arrangements contain covenants restricting

payments of dividends by our subsidiaries, including GoodRx, Inc., unless certain conditions are met.

These covenants

provide for certain exceptions for specific types of payments.

Based on these restrictions, all of the net assets of GoodRx,

were restricted pursuant to the terms of our debt arrangements as of March 31, 2026 .

Since the restricted net assets of

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information of GoodRx Holdings, Inc.

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

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Net cash provided by operating activities

The $4.1 million year-over-year decrease in net cash provided by operations was driven by a $18.5 million increase in

net income after adjusting for non-cash adjustments, offset by a $22.6 million increase in cash outflow from changes in

operating assets and liabilities.

Changes in operating assets and liabilities were principally driven by the timing of payments

of prepaid services, accounts payable and accrued expenses, income tax payments and refunds, as well as collections of

accounts receivable.

The $2.4 million year-over-year increase in net cash provided by operations was driven by a $14.1 million decrease in

cash outflow from changes in operating assets and liabilities, partially offset by a $11.6 million decrease in net income after

adjusting for non-cash adjustments .

Changes in operating assets and liabilities were principally driven by the timing of

collections of prescription reimbursement assets and accounts receivable, as well as payments of prescription

reimbursement liabilities, accrued expenses, and accounts payable.

Net cash used in investing activities

The $34.5 million year-over-year increase in net cash used in investing activities was primarily driven by a $30.0 million

increase in cash paid for the acquisition of a business and a $3.3 million increase in cash paid for software development.

The $30.2 million year-over-year decrease in net cash used in investing activities was almost entirely driven by cash

paid for a business acquisition in 2025.

Net cash used in financing activities

The $112.3 million year-over-year decrease in net cash used in financing activities was primarily driven by a

$165.9 million decrease in payments on our term loans and debt issuance costs as a result of our refinancing in July 2024

and a $13.1 million decrease in employee taxes paid related to net share settlement of equity awards.

The impact from

these drivers was partially offset by a $48.3 million increase in payments for repurchases of our Class A common stock and

a $18.4 million decrease in proceeds from the exercise of stock options.

The $88.6 million year-over-year decrease in net cash used in financing activities was almost entirely driven by a

decrease in payments for repurchases of our Class A common stock.

Recent Accounting Pronouncements

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Critical Accounting Policies and Estimates

During the three months ended September 30, 2025 , there have been no significant changes to our critical accounting

During the three months ended March 31, 2026 , there have been no significant changes to our critical accounting

policies and estimates compared with those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial

4 unchanged sentences

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 2. Management’s Discussion and Analysis